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Jharkhand Skill Development Mission Society
Request for Proposal
for Selection of Private Partner to Establish,
Operate & Maintain Mega Skill Training Centres
in Jharkhand on PPP mode
March 2018
RFP No. JSDM/RFP/03/2018
Date of issue of RFP 23rd March 2018
Last date for submission of Proposals 19th April 2018
Jharkhand Skill Development Mission Society
(An autonomous body under Department of Higher, Technical Education and Skill Development, Government of Jharkhand)
Shram Bhawan, Doranda, Ranchi - 834 002, Jharkhand Phone: +91 651-2481644 Email ID: [email protected]
Website: www.skilljharkhand.org
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ABBREVIATIONS
Abbreviations
Abbreviation Full Form
RFP Request for Proposal
PPP Public Private Partnership
QP Qualification Pack
NOS National Occupational Standards
JSDMS Jharkhand Skill Development Mission Society
NSDC National Skill Development Corporation
NSQF National Skills Qualifications Framework
RFP Request for Proposal
SSC Sector Skill Council
In the interpretation of these terms, unless the context otherwise requires:
(a) The words and expressions beginning with capital letters and defined in this document shall,
unless the context otherwise requires, have the meaning ascribed thereto herein. The words and
expressions beginning with capital letters and not defined herein, but defined in the other
standard Bidding Documents, shall, unless the context otherwise requires, have the meaning
ascribed thereto therein;
(b) Words in the singular or plural term, as the case may be, shall also be deemed to include the
plural or the singular term, respectively;
(c) Terms "include" or "including" shall be deemed to be followed by "without limitation" or "but not
limited to" regardless of whether such terms are followed by phrases of like import;
(d) For the purpose of this RFP, the terms “Bid” and “Proposal” are interchangeable and imply the
same, unless repugnant to the context.
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Table of Contents
ABBREVIATIONS .............................................................................................................. 2
ABBREVIATIONS ............................................................................................................................................. 2
DISCLAIMER .................................................................................................................... 4
1 INTRODUCTION ........................................................................................................ 5
1.1 CONTENTS OF THIS RFP .................................................................................................................... 5 1.2 ABOUT JHARKHAND SKILL DEVELOPMENT MISSION SOCIETY ........................................................... 5 1.3 OBJECTIVE OF THE PROJECT .............................................................................................................. 6 1.4 GENERAL TERMS ............................................................................................................................... 6 1.5 DESCRIPTION OF BIDDING PROCESS .................................................................................................. 8 1.6 TERMS AND SCOPE OF WORK ............................................................................................................. 9
2 INSTRUCTIONS TO BIDDERS ................................................................................... 14
A. GENERAL ...........................................................................................................................................14 2.1 ELIGIBILITY OF THE BIDDERS ...........................................................................................................14 2.2 GENERAL TERMS OF PROPOSAL SUBMISSION .................................................................................... 15 2.3 DUE DILIGENCE, SITE VISIT AND VERIFICATION OF INFORMATION ....................................................16 2.4 RIGHT TO ACCEPT AND TO REJECT ANY OR ALL PROPOSALS ...............................................................16 B. DOCUMENTS .................................................................................................................................... 17 2.5 CONTENTS OF THE RFP .................................................................................................................... 17 2.6 CLARIFICATIONS ............................................................................................................................... 17 2.7 AMENDMENT OF RFP ...................................................................................................................... 18 C. PREPARATION AND SUBMISSION OF PROPOSALS .................................................................. 18 2.8 FORMAT OF PROPOSAL SUBMISSION ................................................................................................ 18 2.9 SEALING AND SUBMISSION OF PROPOSALS ....................................................................................... 18 2.10 PROPOSAL DUE DATE .......................................................................................................................19 2.11 MODIFICATIONS/ SUBSTITUTION/ WITHDRAWAL OF PROPOSALS .....................................................19 2.12 REJECTION OF PROPOSALS .............................................................................................................. 20 2.13 VALIDITY OF PROPOSALS ................................................................................................................. 20 2.14 CONFIDENTIALITY ........................................................................................................................... 20 2.15 CORRESPONDENCE WITH THE BIDDER ............................................................................................. 20
3 EVALUATION OF BIDS ............................................................................................. 21
3.1 OPENING AND EVALUATION OF PROPOSALS ...................................................................................... 21 3.2 TESTS OF RESPONSIVENESS ............................................................................................................... 21 3.3 EVALUATION OF BIDS ........................................................................................................................ 21 3.4 CONTACTS DURING PROPOSAL EVALUATION .................................................................................... 23
4 FRAUD AND CORRUPT PRACTICES ........................................................................ 25
5 PRE-BID MEETING .................................................................................................. 26
6 MISCELLANEOUS .................................................................................................... 27
7 SCHEDULES ............................................................................................................. 28
SCHEDULE–A .............................................................................................................................................. 28 SCHEDULE–B ............................................................................................................................................... 31
8 APPENDICES ............................................................................................................ 34
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DISCLAIMER
The information contained in this Request for Proposal ("RFP") or subsequently
provided to Bidder(s), whether verbally or in documentary or any other form by or on
behalf of Jharkhand Skill Development Mission Society (hereinafter “JSDMS”) is
provided to interested parties on the terms and conditions set out in this RFP and such
other terms and conditions subject to which such information is provided.
This RFP is not an agreement and is neither an offer nor an invitation by JSDMS to
interested parties (henceforth “Bidders”) who apply for establishing, operation &
maintenance of Mega Skill Training Centres in Jharkhand on PPP mode (henceforth
“Project”) in response to this RFP. The purpose of this RFP is to provide Bidders with
information that may be useful to them in preparing and submitting their proposals
(“Proposal”) for the Project with Jharkhand Skill Development Mission Society for
providing skill development training in Jharkhand as per notified norms.
JSDMS makes no representation or warranty and shall have no liability to any person
or Bidder under any law, statute, rules or regulations or tort, principles of restitution or
unjust enrichment or otherwise for any loss, damages, cost or expense which may arise
from or be incurred or suffered on account of anything contained in this RFP or
otherwise, including the accuracy, adequacy, correctness, completeness or reliability of
the RFP and any assessment, assumption, statement or information contained herein
or deemed to form part of this RFP or arising in any way from this bidding process.
JSDMS may, in its absolute discretion but without being under any obligation to do so,
update, amend or supplement the information, assessment or assumptions contained
in this RFP.
The issue of this RFP does not imply that JSDMS is bound to select any Bidder(s) for
any project. JSDMS reserves the right to reject all or any of the Bidders without
assigning any reason whatsoever.
The Bidder shall bear all costs associated with or relating to the preparation and
submission of its Proposal including but not limited to preparation, copying, postage,
delivery fees, expenses associated with any demonstrations or presentations which may
be required by JSDMS or any other costs incurred in connection with or relating to its
Bid. All such costs and expenses will remain with the Bidder and JSDMS shall not be
liable in any manner for the same or for any other costs or expenses incurred by a Bidder
in preparation or submission of the Bid, regardless of the conduct or outcome of this
RFP and related processes.
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1 INTRODUCTION
1.1 Contents of this RFP
1.1.1 This RFP comprises the Disclaimer set forth hereinabove, the contents as listed
below, and will additionally include any Addenda issued in accordance with
Clause 2.7.
Section 1 Introduction
Section 2 Instructions to Bidders
Section 3 Evaluation of Bids
Section 4 Fraud and Corrupt Practices
Section 5 Pre-Bid Meeting
Section 6 Miscellaneous
Section 7 Schedules
Section 8 Appendices
1.2 About Jharkhand Skill Development Mission Society
1.2.1 Jharkhand Skill Development Mission Society ("JSDMS") was registered on 1st
October, 2013 under the Societies Registration Act, 1860 to function as an
autonomous organisation under Department of Planning and Development,
Government of Jharkhand. Through a Government of Jharkhand notification
dated 18 June 2015, JSDMS was made an autonomous body under Department
of Labour, Employment, Training & Skill Development, Government of
Jharkhand.
1.2.2 The primary objectives of JSDMS are:
(a) To increase the employability of the youth and empower them to take part
in the economic growth of Jharkhand and India and thereby reduce
unemployment, under-employment, poverty and socio-economic
inequality;
(b) To provide skill development training to the youth of the State;
(c) To develop self-employment and entrepreneurial skills for youths of
Jharkhand;
(d) To assist in creating an enabling environment to attract investment in
professional and skill development sector;
(e) To assist the State Government in formulating appropriate policy,
legislations and/or measures to fulfil the skill gap;
(f) To monitor the costs and quality of training imparted to produce targeted
number of high quality skilled personnel across various strata of youth and
workers, especially from amongst the disadvantaged sections of the society;
(g) To create effective convergence between school education, professional
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courses and various skill development efforts of Central and State
Governments;
(h) To promote and carry out, on its own or on behalf of the State Government,
activities to generate awareness, research and study on skill demand;
(i) To increase the skill training facility in the state of Jharkhand.
1.3 Objective of the Project
1.3.1 The key objective of the project is to establish Mega Skill Centres across districts
with a skill training capacity of 3000 to 5000 beneficiaries per year for both
residential and non-residential training. These centres shall emerge as Centre of
Excellence for the skill training in their respective sectors.
1.3.2 In order to foster skilling initiatives in the state, JSDMS seeks to invite proposals
from entities, which are eligible to apply for the Project as per Clause 2.1.
1.3.3 Projects shall be awarded to the Bidders achieving the required Overall Score
based on evaluation of the technical and financial capability of Bidders in line
with the criteria described in Clause 2.1 and 3.3 of this RFP. As part of the project,
Authority (Revenue Department, Government of Jharkhand) may identify and
provide the right to use of existing buildings owned by Authority to the Preferred
Bidders for the Mega Skill Training Centres. In case building is offered by
Authority, training fee payable to the private partner shall be reduced at the rate
of 15% and 10% of the training fee for municipal and non- municipal areas
respectively. Wherein such buildings are not available, the Authority subject to
availability, shall identify suitable land and provide right to use the land to the
private partner at a nominal agreed cost. The private partner has to construct the
required infrastructure, procure & install equipment, operate and maintain the
Mega Skill Training Centre. In such case no reduction of training fee shall be
envisaged. The private partner has also the option to set up their own facility
under the project. These will be decided during negotiation prior to signing of
Concession Agreement.
1.3.4 The Bidder shall apply under Type 1 or Type 2 as defined in the eligibility criteria
1.3.5 The Preferred Bidders are required to procure & install equipment, operate and
maintain the Mega Skill Training Centre and impart skill training as per the
terms of concession agreement during the Concession Period. Costing of
sanctioned work shall be determined in accordance with the Common Norms
notified by the Ministry of Skill Development and Entrepreneurship (relevant
extracts in Schedule-A) and subject to subsequent amendments from time to
time or any notification by JSDMS from time to time.
1.4 General Terms
1.4.1 Bidders must be eligible to apply for the Project as per Clause 2.1. Bidder could
either be a Single entity or a Consortium of not more than 2 members.
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1.4.2 To apply under one or more sectors listed at Clause 1.4.6, the Bidder will require
to be affiliated with respective SSC before issue of any Work Order by JSDMS
and have the QP-NOS Compliance certificate for the course/ trade concerned.
1.4.3 The tenure of the Project shall be for a period of five (5) years from the date of
award of work order which would be renewed for an additional period of five (5)
years at the discretion of Authority (the “Concession Period”) subject to:
i. the private partner continuing to meet the eligibility and qualifications
criteria as required by the prevailing conditions for the project, or as may be
amended by JSDMS from time to time; and
ii. the satisfactory performance of the private partner under the project as per
terms of agreement to be signed with private partner;
1.4.4 JSDMS, at its discretion, can modify or terminate the Project earlier than the
expiry of the Concession Period in the event of change in law or due to other
relevant reason(s).
1.4.5 JSDMS, at its discretion, can terminate the Project earlier than the expiry of the
Concession Period in the event of failure of private partner to remain eligible in
view of prevailing eligibility conditions (as revised from time to time) or to
perform as per contract deliverables or other relevant reason(s) given in writing
to the private partner.
1.4.6 The Bidders need to apply for one or more than one of the training sectors,
defined by Ministry of Skill Development & Entrepreneurship, Govt. of India:
1. Agriculture 21. Leather
2. Apparel 22. Life Sciences
3. Automotive 23. Logistics
4. Beauty & Wellness 24. Management
5. Banking, Financial Services & Insurance (BFSI)
25. Manufacturing
6. Capital Goods 26. Marine Engineering
7. Chemical 27. Media & Entertainment
8. Construction 28. Mining
9. Education & Skill Development 29. Music
10. Electronics 30. Plumbing
11. Fast Moving Consumer Goods 31. Power & Energy
12. Food Processing Industries 32. Retail
13. Furniture & Furnishing 33. Rubber
14. Gems & Jewellery 34. Security
15. Green Skills 35. Sports
16. Handloom & Handicrafts 36. Telecom
17. Healthcare 37. Textile
18. Instrumentation 38. Tourism & Hospitality
19. Iron & Steels 39. Traditional/Conventional Sector
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20. IT/ITES 40. Other Sector (any other sector not covered above)
1.5 Description of Bidding Process
1.5.1 Interested Bidders deemed eligible as per Clause 2.1 can participate in the
Bidding Process by submitting their proposal online in the format given in the
Appendix. Each Bidder must submit a single proposals including all of the sectors
in which the Bidder wishes to start the Project. A Bidder may choose to apply in
more than 1 sector.
1.5.2 Along with the Proposal, a Bidder is required to deposit a non-refundable
processing fee (“the Processing Fee”) of INR 5,000/- (Rupees Five Thousand
only). The Processing Fee must be in the form of a crossed demand draft drawn
on any scheduled bank in favour of “Jharkhand Skill Development Mission
Society”, payable at par in Ranchi. Scanned copy of the same needs to be attached
to the technical proposal.
1.5.3 Bidders shall also require to submit refundable bid security of INR 2,00,000.00
either in the form of Bank Guarantee in favour of “Jharkhand Skill Development
Mission Society” from any Nationalized/ Scheduled Bank valid for a period of
210 days from due date of submission of bid. The bid security of unsuccessful
bidders shall be returned within 30 days of communication to the unsuccessful
bidders about their disqualification. The bid security of successful bidders shall
be returned upon signing of agreement by the private partner and submission of
performance security by the Preferred Bidder. Scanned copy of the same needs
to be attached to the technical proposal. Bid processing fee and Refundable bid
security shall be submitted offline as per the schedule given in clause 1.5.4.
1.5.4 JSDMS shall endeavour to adhere to the following schedule but reserves the right
to alter the same. The date of all the events shall be notified on JSDMS website:
S.
No.
Details Tentative Dates
1. Date of Issue of Tender Document 23rd March 2018 2018
2. Last date for sending pre bid
queries 5th April 2018 till 11.00 AM
3. Pre-Bid Meeting 5th April 2018 at 11.30 AM at JSDMS
office, Ranchi
4. Publishing of pre-bid queries 6th April 2018 on
www.jharkhandtenders.gov.in
5. Last date for submission of bids 19th April 2018 up to 3.00 PM
6.
Last date for submission of
hardcopy of Bid Processing Fees
and EMD
20th April 2018 up to 3.00 PM
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S.
No.
Details Tentative Dates
7. Date of opening of Technical
Proposals 20th April 2018 at 3.00 PM
8. Technical Presentation Yes, date shall be communicated by
JSDMS
1.6 Terms and Scope of Work
1.6.1 Bidders selected for a particular sector would be awarded work to establish Mega
Skill Training Centre and impart skill training in that sector.
1.6.2 The following is the broad scope of work for Preferred Bidder. Detailed scope of
work shall be incorporated into the agreement to be signed with the private
partner. Based on the modifications on the national guidelines and state
priorities, JSDMS may modify the scope in accordance to the same.
(a) Equipping
The Preferred Bidder shall be required to ensure the infrastructure
readiness for the skill training program including but not limited to
construction, establishment or renovation of the required infrastructure
and deployment of required resources including human resources, tools
and equipment for the operations of Mega Skill Centre.
(b) Mobilisation of Trainees
Prior to initiation of training, ground-level mobilisation must be done
by the private partner at their own cost in areas identified in
consultation with JSDMS.
Mobilisation should be accompanied by counselling wherein the private
partners are expected to provide candidates all possible information on
the nature of work in the sector/trade, availability of jobs, potential pay
and entitlements, growth prospects and risks involved, with the aim of
helping candidates and their families make informed choices.
Registration of trainees must be linked to their Aadhaar identity, which
the private partner are expected to facilitate before trainee registration.
(c) Mapping Youth Aspiration
Every Mega Skill Training Centre needs to establish Mobilization &
Counselling Centre. Here private partners will undertake research to
determine youth aspirations so as to determine youth aspirations so as
to determine their attitudes towards migration for placement etc.
Private partner will develop a pool of trained counsellors, suitable
counselling tools and techniques with consultation of JSDMS. Private
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Partner can outsource this Mobilization & Counselling centre also, to
experts / specialists in the field.
(d) OTP (Offer Train Place) Model implementation
Private Partners need to tie-up (signing MoUs) with reputed employers
in India and abroad for placement. After selecting candidate for training
private partners need to give a conditional offer letter stating an assured
placement after successful completion of training.
(e) Batch management
A training batch would consist of not less than 15 and not more than 30
trainees.
During the programme if the number of trainees remains below 15 for
six consecutive days, the batch will be considered shut down and the
private partner shall not be eligible for payment for that batch.
(f) Training Centre and Infrastructure
A minimum area required for establishing Mega Skill Training centre
would be 25000 Sq. Ft. excluding hostel. A separate hostel with all
amenities for boys and girls within or outside campus with all prescribed
norms need to be established.
Training shall be residential as well as non-residential in nature. A
minimum of 50% candidates should be trained under the residential
mode.
In the Mega Skill Training Centres, the private partner can run courses
only funded by JSDMS. In order to run any other Government
Programmes/ CSR funded courses/ fee based courses for a particular
period the private partner need to take prior written approval from
JSDMS.
Training centres must be verified and approved by the concerned Sector
Skill Council (SSC) and JSDMS prior to initiation of training.
Each training centre must be equipped with the infrastructure
prescribed under the relevant Qualification Pack by the concerned
Sector Skill Council for the job roles in which training will be imparted.
Training centre infrastructure may be owned or hired.
Biometric attendance is mandatory at each Center.
Bidder will be eligible for all benefits relating to provision of land and
building infrastructure being provided to industries in Jharkhand. In this
context, benefits of Jharkhand Industrial and Investment Promotion
Policy 2016 and other relevant notifications of Department of Industries
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pertaining to land and building infrastructure, will be provided to bidders
Skill Development Centres. Budgetary provisions for these incentives will
be made by Department of Higher Technical Education and Skill
Development.
Industrial Power Certificate shall be accorded to all the Skill Development
Connections (Power Meter), and exclusively used by the Skill
Development centres for their operations, even in multiple
locations/meters by the bidders.
(g) Training delivery
Bidders are not allowed to provide training through a franchisee
arrangement. No part of training centre or training shall be sub-let to
any agency/individual in any form.
The selected partner shall be responsible for all aspects of the training
including centre readiness, quality of training delivery, assessment and
certification, and outcomes required from the training.
(h) Curriculum
Curriculum must be based on the National Occupational Standards
(NOS) and Qualification Packs (QPs) developed by Sector Skill Councils
established under the National Skill Development Corporation (NSDC).
The training curriculum must have mandatory modules on soft skills
including career counselling, computer literacy, financial literacy and
entrepreneurship.
Being a Skill Development program, the focus should be “hands on
approach” and acquiring Competency in the Skill training being
provided.
(i) Trainers
Persons deployed as trainers by the private partner must be competent
instructors in possession of requisite knowledge, skills and experience
in their domain.
For each trade offered under the Project, instructors must have
completed Training of Trainer (TOT) and be SSC-certified trainers.
(j) Assessment and Certification
An independent assessment of trainees by a third-party agency
authorised by the relevant Sector Skill Council is mandatory for all skill
trainings provided under the Scheme.
After assessment, each successful candidate must be awarded a
certificate issued by the Certifying Agency approved by the relevant
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Sector Skill Council to ensure acceptability in the industry.
Apart from third-party external assessment, continuous internal
assessment in the form of quizzes, assignments and tests should be a
part of the course curriculum.
(k) Facilitating Trainees in securing Wage or Self Employment
Along with providing wage employment to the beneficiaries, self-
employment shall also be considered under the Project. Achievement of
outcomes, in terms of sustainable wage or self-employment being
facilitated for trainees, shall be one of the element for assessing the
performance of the private partner. The detailed parameters for
assessing performance would be as per the agreement to be signed
between JSDMS and selected private partner.
Prior to batch initiation or towards closer of each skill training course
will be recorded as being geared towards wage employment or self-
employment.
Release of Payment to private partners would be in line with the notified
Common Norms as detailed in Schedule–A. To promote and foster
establishment of mega skill centre, JSDMS shall provide a mobilisation
advance of maximum 10% of project cost against a bank guarantee,
which shall be adjusted proportionately during the next five years of the
project. The project cost shall be determined as the total cost of training
being awarded by JSMDS to the Preferred Bidder. The requirement of
bank guarantee can be waived off for those TSPs who have at least six
months of satisfactory performance track record on any JSDMS scheme
and further such waiver is approved by the Governing Body of JSDMS.
The submission of bank guarantee of equivalent amount of Mobilization
Advance will not be required in case the Concessionaire/Preferred
Bidder or its Associate is setting up or operating an industrial unit in the
state of Jharkhand with an investment of INR 500 Cr or more. In such
case following documents will be required to be submitted by the
Concessionaire as a precondition for payment of Mobilization Advance
by the Authority:
Copy of MOU / Agreement with Department / Agency of Government of Jharkhand for setting up the industrial unit in the state of Jharkhand.
Letter of assurance from the Banker of parent company towards the repayment of the mobilization advance in duly manner and as per the terms and conditions stated in the Agreement.
For courses aimed at wage employment, trainees should secure a job
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within one (1) months of completion of training and should retain the
same/similar job for a subsequent period of three (3) months for the
trainee to be considered ‘successfully placed’ as mentioned in the clause
7.1.3 (b).
For courses aimed at self-employment, trainees should become gainfully
employed in livelihood enhancing occupations. This should be
evidenced through a newly acquired trade license, or proof of setting up
of an enterprise or becoming a member of a producer group, or proof of
additional earnings (bank statement) or any other suitable and
verifiable document.
(l) On the Job Training (OJT) Provision
On the Job Training or apprenticeship would be an integral part of skill
trainings in Mega Skill Training Centres. JSDMS will give preference to
the partners who has an agreement with industry for OJT.
OJT could be organized in various modes:
o Production cum training centres
o OJT arrangement in industry premise with hostel facility
(m) Post Placement Tracking and Support
To ensure sustained benefits from training, the private partner are
required to track and report successfully placed candidates for a period
of 12 months. The formats and periodicity of reporting shall be
mentioned in the terms of work in the agreement.
For candidates provided with wage employment in any industry,
information like appointment letter, remuneration, etc. must be
maintained and submitted to JSDMS as per terms of the Agreement
between JSDMS and the private partner. For candidates setting up their
own enterprises, the private partner would track the progress of the
enterprises for a period of 12 months.
Contact details of successful trainees should be passed on to JSDMS for
sample checking.
1.6.3 Under the project, all records including but not limited to those pertaining to
attendance, class progress, assessment, certification, and training outcomes,
must be maintained both manually (hard copies submitted to JSDMS as per
terms of Agreement to be signed with private partner) as well as uploaded on
HUNAR, the state’s Labour Market Information System (LMIS). Likewise,
attendance of trainees and trainers must be maintained through biometric
records uploaded on HUNAR.
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2 INSTRUCTIONS TO BIDDERS
A. GENERAL
2.1 Eligibility of the Bidders
2.1.1 An eligible Bidder must be a legal entity in the form of Proprietorship Firm /
Partnership Firm / Private Limited Company / Public Limited Company /
Society / Trust.
2.1.2 Bidder could be either a Single entity or a Consortium of not more than 2
members.
2.1.3 The Preferred Bidder shall hold, directly or indirectly, at least 51% (fifty one per
cent) of the total Equity in the SPV during a period of 3 (three) years following
commercial operation date and at least 26% (twenty six percent) of the total
Equity of SPV thereafter for the remaining Concession Period.
2.1.4 In case of Consortium,
(a) The lead member shall hold, directly or indirectly, at least 26% (twenty
six percent) of the total Equity in the SPV throughout the Concession
Period;
(b) Other member of the consortium shall hold, directly or indirectly, at least
26% (twenty six percent) of the total Equity in the SPV during a period of
3 (three) years following commercial operation date.
2.1.5 Technical Eligibility Criteria (Any member of consortium should
satisfy)
i. Must be a NSDC approved Training Partner / affiliated with the relevant
Sector Skill Council(s) for the sector(s) in which project is sought and
should possess QP-NOS compliance certificate for the courses to be
offered. In case a Bidder does not have the affiliation at the time of
submission of bid, the same can be obtained and submitted at the time of
Technical Presentation, failing which, the Bidder shall not be qualified for
the project and its bid shall be rejected.
ii. Must not have been blacklisted by any State Government/ Central
Government / Donor Agency.
iii. Should have experience in skill training in NSQF compliant courses
continuously for at least the last three years preceding the date of
submission of the proposal.
2.1.6 Financial Eligibility Criteria (All members of consortium together
can satisfy)
Bidders would be classified into Type 1 & Type 2. Eligibility criteria is been
defined as follows for both types of bidders:
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i. Type 1 Bidder –
o Average annual turnover of at least Rs 100 Cr in the last 3 years
o Net worth of at least Rs 50 Cr as on last year.
ii. Type 2 Bidder –
o Average annual turnover of at least Rs 10 Cr in the last 3 years
o Net worth of at least Rs 1 Cr as on last year
o An agreement with a reputed corporate for opening of centres,
providing technical supervision and placement of candidates for
this project. In such case JSMDS reserves the right to review and
acknowledge the submitted agreement.
2.2 General Terms of Proposal Submission
2.2.1 Each Bidder must submit single proposals online for all sectors specified under
clause 1.4.6, in which the Bidder wishes to submit the proposals.
2.2.2 Bidders are required to provide preference of 5 districts, for each sector, in which
they would like to set up the Mega Skill Training Centre. In case award of work,
JSDMS shall arrange and provide the right to use the building in the preferred
districts as per availability, to the private partner for equipping, operation &
maintenance of Mega Skill Training Centre as per the terms of the agreement to
be signed with the Preferred Bidder. The districts to be allotted to the private
partner for setting up of Mega Skill Training Centres, will be at the discretion of
JSDMS. For the avoidance of doubt, it is clarified, that by providing preference
of 5 districts does not mean that the private partner will be provided building and
allowed to set up Mega Skill Training Centre in all preferred 5 districts. Authority
has the discretion to select the districts out of the preferred districts for setting
up of Mega Skill Training Centre, which will be decided during negotiation prior
to signing of Concession Agreement.
2.2.3 JSDMS shall receive the proposal in accordance with the terms set forth in this
RFP and other documents that may be provided by JSDMS pursuant to this RFP
as amended/clarified from time to time by JSDMS.
2.2.4 Along with the Bid, the Bidder is required to deposit a non-refundable Processing
Fee of INR 5,000/- (Rupees Five Thousand only) in line with details provided in
Clause 1.5.2 and bid security of INR 2,00,000.00 in line with the details provided
in Clause 1.5.3 as per the schedule given in Clause 1.5.4. Else, the bid shall be
summarily rejected.
2.2.5 Bidders shall not have a conflict of interest ("Conflict of Interest") that affects
the sanction of work that may follow. Any Bidder found to have a Conflict of
Interest is liable to be disqualified.
2.2.6 Any misrepresentation shall lead to disqualification of the Bidder.
2.2.7 JSDMS will not return any proposal or any information provided along
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therewith.
2.2.8 In case it is found at any time during the Project period or anytime during the
period of subsistence thereof, that one or more of the eligibility criteria have not
been met by the Bidder or that the Bidder has made material misrepresentation
or has given any materially incorrect or false information, the Bidder shall be
disqualified forthwith and any Agreement / Contract, if signed, shall be liable to
be terminated by a communication in writing by JSDMS to the Bidder, without
JSDMS being liable in any manner whatsoever to the Bidder.
2.2.9 JSDMS reserves the right to verify all statements, information and documents
submitted by the Bidder in response to the RFP. Failure of JSDMS to undertake
such verification shall not relieve the Bidder of its obligations or liabilities
hereunder nor will it affect any rights of JSDMS thereunder.
2.2.10 The Bidders shall be responsible for all the costs associated with the preparation
of their proposal and their participation in the bidding process. JSDMS will not
be responsible or in any way liable for such costs, regardless of the conduct or
outcome of the bidding process.
2.2.11 In case of Consortium, Bidders shall submit the Power of Attorney for Lead-
member of the Consortium and Consortium Bidding Agreement and as per the
formats attached under Appendix - IX and Appendix – X respectively.
2.3 Due Diligence, site visit and verification of information
2.3.1 It shall be deemed that by submitting a Bid, the Bidder has:
(a) made a complete and careful examination of the RFP;
(b) received all relevant information requested from JSDMS;
(c) satisfied itself about all matters, things and information necessary for
submitting an informed Proposal and for execution of work in accordance
with the RFP and for performance of all of its obligations there under.
2.4 Right to accept and to reject any or all Proposals
2.4.1 Notwithstanding anything contained in this RFP, JSDMS reserves the right to
accept or reject any proposal and to annul the Bidding Process and reject all
Proposals at any time without any liability or any obligation for such acceptance,
rejection or annulment, and without assigning any reasons thereof.
2.4.2 Such misrepresentation/improper response as described herein shall lead to the
disqualification of the Bidder.
2.4.3 In case it is found during the evaluation of proposals or at any time before signing
of the Agreement or after its execution and during the period of subsistence
thereof, that one or more of the Eligibility Criteria have not been met by the
Bidder or that the Bidder has made material misrepresentation or has given any
materially incorrect or false information, the Bidder shall be disqualified
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forthwith and the Agreement, if signed, shall be liable to be terminated by a
communication in writing by JSDMS to the Bidder, without JSDMS being liable
in any manner whatsoever to the Bidder.
B. DOCUMENTS
2.5 Contents of the RFP
2.5.1 The following are the Schedule attached as part of this RFP
A. Information on permitted costs as per Common Norms
B. Trade-wise Categorisation of Base Cost of Training
2.5.2 The following are the appendices attached as a part of this RFP:
I. Format for Covering Letter for the Proposal
II. Format for Affidavit on not being blacklisted
III. Format for Bidder Details
IV. Format for Technical Capability Statement
V. Format for Financial Capability Statement
VI. Format for Additional Information
VII. Format for Power of Attorney in favour of Authorized Signatory
VIII. Format for Bank Guarantee for Bid Security
IX. Power of Attorney for Lead Member of Consortium
X. Format for Consortium Bidding Agreement
XI. Draft Concession Agreement
2.6 Clarifications
2.6.1 Bidders requiring any clarification on the RFP may notify JSDMS in writing or
by letter and/or e-mail. Queries should be sent in before the last date for
submission of Pre-Bid Queries, as specified in Clause 1.5.4. JSDMS shall post
queries and responses thereto on its website without identifying the source of
queries. All queries and clarifications are to be raised in the format as given in
Appendix–XII.
2.6.2 JSDMS shall endeavour to respond to the queries within the period specified
therein. However, JSDMS reserves the right not to respond to any question(s) or
provide any clarification(s), at its sole discretion, and nothing in these Clauses
shall be taken or read as compelling or requiring JSDMS to respond to any
question or to provide any clarification.
2.6.3 JSDMS may also on its own motion, if deemed necessary, issue interpretations
and clarifications to all Bidders. All clarifications and interpretations issued by
JSDMS shall be deemed to be part of the RFP. Verbal clarifications and
information given by JSDMS or its employees or representatives shall not in any
way or manner be binding on JSDMS.
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2.7 Amendment of RFP
2.7.1 At any time prior to the deadline for submission of Proposals, JSDMS may, for
any reason, whether at its own initiative or in response to clarifications requested
by a Bidder, modify the RFP by the issuance of Addenda.
2.7.2 Any addenda issued subsequent to this RFP, but before the Proposal Due Date,
will be deemed to form part of this RFP.
2.7.3 Any addendum thus issued will be uploaded on the JSDMS website
(www.skilljharkhand.org). JSDMS will post the addendum/replies to the queries
on the JSDMS website without identifying the source of queries.
2.7.4 In order to afford the Bidders a reasonable time for taking an Addendum into
account, or for any other reason, JSDMS may, at its own discretion, extend the
timelines mentioned in Clause 1.5.4, having due regard for the time required by
the Bidders to address such amendment.
2.7.5 Any modification and amendment in the RFP or the timelines as stated in Clause
1.5.4 shall be uploaded on the JSDMS website. Prospective Bidders are requested
to remain updated with regard to any addendum/ notices/ amendments/
clarifications etc. on the JSDMS website at www.skilljharkhand.org. JSDMS may
not provide separate notifications for such addendum/ notices/ amendments /
clarifications, etc. in the print media (press) or individually.
C. PREPARATION AND SUBMISSION OF PROPOSALS
2.8 Format of Proposal Submission
2.8.1 The Bidder shall provide all information sought under this RFP. JSDMS will
evaluate only those proposals that are received in the required formats and
complete in all respects.
2.8.2 The proposal should be neatly typed in indelible ink and signed by the authorised
signatory of the Bidder. All pages should be numbered. All alterations, omissions,
additions or any other amendments made to the Proposal must be initialled by
the person(s) signing the proposal.
2.9 Submission of Proposals
2.9.1 The Bidder shall submit the proposal online https://jharkhandtenders.gov.in/
with a valid Digital Signature of any Authorized Bidder of the Firm in the
formats specified in the Appendices with the Cover Page clearly mentioning
“Proposal for Selection of private partner for establish, operate and maintain
the Mega Skill Training Centre in Jharkhand on PPP mode”, the name of the
sector applied for and name & address of the Bidder.
2.9.2 The documents in the Proposal shall be numbered serially and placed in the
order mentioned below, along with this checklist:
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S.
No.
Description Reference
1 Cover Letter with the Bid Appendix–I
2 Affidavit on not being blacklisted Appendix–II
3 Bidder Details Appendix–III
4 Technical Capability Statement Appendix–IV
5 Financial Capability Statement Appendix–V
8 Additional Information Appendix–VI
10 Power of Attorney in favour of Authorized
Signatory
Appendix–VII
11 Bank Guarantee format for Bid Security Appendix–VIII
12 Power of Attorney for Lead Member of
Consortium
Appendix - IX
13 Consortium Bidding Agreement Appendix - X
14 Draft Concession Agreement
Appendix - XI
15 Pre Bid Query Appendix - XII
2.9.3 Address and Contact Number for all communication:
Mission Director, Jharkhand Skill Development Mission Society Shram Bhawan, Doranda, Ranchi – 834 002 Website: www.skilljharkhand.org Email: [email protected] Contact Number: 0651-2481644
2.9.4 Place of Submission of Processing Fee, Refundable Bid Security & Opening of
Bids
Jharkhand Skill Development Mission Society
Shram Bhawan, Doranda, Ranchi – 834 002
Jharkhand
2.9.5 Proposals should be submitted online.
2.9.6 Proposals submitted by hard copy, fax, telex, telegram or e-mail shall not be
entertained.
2.10 Proposal Due Date
2.10.1 Proposals should be submitted by 3:00 PM IST on the Proposal Due Date as per
Clause 1.5.4 online in the manner and form as detailed in this RFP. JSDMS may,
at its sole discretion, extend the Proposal Due Date by issuing an Addendum in
accordance with Clause 2.7 uniformly for all Bidders.
2.11 Modifications/ Substitution/ Withdrawal of Proposals
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2.11.1 Bidders may not modify, substitute or withdraw their Proposals after
submission. Information supplied subsequent to the Proposal Due Date, unless
the same has been expressly sought for by JSDMS, shall be disregarded.
2.12 Rejection of Proposals
2.12.1 JSDMS reserves the right to accept or reject all or any of the Proposals without
assigning any reason whatsoever. It is not obligatory for JSDMS to accept any
Proposal or to give any reasons for their decision.
2.12.2 JSDMS reserves the right not to proceed with the bidding process at any time,
without notice or liability, and to reject any Proposal without assigning any
reason(s).
2.13 Validity of Proposals
2.13.1 The Proposals shall be valid for a period of not less than 120 (one hundred and
twenty) days from the Proposal Due Date. The validity of Proposals may be
extended by mutual consent of JSDMS and the Bidders.
2.14 Confidentiality
2.14.1 Information relating to the examination, clarification, evaluation and
recommendation for the Bidders shall not be disclosed to any person who is not
officially concerned with the process or is not a retained professional advisor
advising JSDMS in relation to, or matters arising out of, or concerning the
bidding process.
2.14.2 JSDMS will treat all information, submitted as part of the Bid, in confidence and
will require all those who have access to such material to treat the same in
confidence. JSDMS may not divulge any such information unless it is directed to
do so by any statutory entity that has the power under law to require its
disclosure or is to enforce or assert any right or privilege of the statutory entity
and/or JSDMS.
2.15 Correspondence with the Bidder
2.15.1 JSDMS reserves the right to not entertain any correspondence with any Bidder
in relation to acceptance or rejection of any Bid.
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3 EVALUATION OF BIDS
3.1 Opening and Evaluation of Proposals
3.1.1 JSDMS shall open the Proposals on the day as per clause 1.5.4 at the address
specified in Clause 2.9.3 and in the presence of the Bidders who choose to attend.
3.1.2 JSDMS will subsequently examine and evaluate the Proposals in accordance with
the provisions set out in Clause 3.2 and Clause 3.3 below.
3.1.3 If at any time during the evaluation process JSDMS requires any clarification, it
reserves the right to seek such information from any or all of the Bidders and the
Bidders will be obliged to provide the same with supporting documents in the
specified time frame.
3.2 Tests of responsiveness
3.2.1 Prior to evaluation of Proposals, JSDMS shall determine whether each Proposal
is responsive to the requirements of the RFP. A Proposal shall be considered
responsive only if:
(a) it is received as per Clause 2.8 and Clause 2.9;
(b) it is received by the Proposal Due Date including any extension thereof;
(c) it is accompanied by the Processing Fee;
(d) it does not contain any condition or qualification; and
(e) it is not non-responsive in terms hereof.
3.2.2 JSDMS reserves the right to reject any Proposal which is non-responsive and no
request for alteration, modification, substitution or withdrawal shall be
entertained by JSDMS in respect of such Bid.
3.3 Evaluation of bids
3.3.1 The Bidder has to be adjudged as responsive in terms of Clause 3.2.1 for
participating in the Proposal process.
3.3.2 Bidders deemed eligible as per Clause 2.1 and responsive as per Clause 3.2.1 will
be further evaluated on the basis of their technical, financial and additional
capabilities and awarded score as per the criteria mentioned under following
clauses. The selection process would involve an evaluation of the Technical
Proposal (“Part A”) and Technical Presentation (“Part B”).
3.3.3 Bidders who score at least 50 out of 70 marks in Part A (referred to as
“Shortlisted Bidders”) shall qualify for making a Technical Presentation
before the Selection Committee.
3.3.4 The selection process shall be based on the evaluation criteria provided in the
table below:
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Evaluation Criteria for Bidder (Maximum of 100 Marks)
S.
No.
Parameters
Max. Marks
Part A: Technical Proposal submitted to JSDMS
A.1 Technical Qualifications (Max. Marks: 20)
a) Skill Development Training in the past 3 financial years in
the sector in which proposal is submitted
Completion of skill training for average annual number
trainees of more than 1500 trainees and less than 2500 trainees
in last 3 years: 10 marks
Completion of skill training for average annual number
trainees of more than 2500 trainees in last 3 years: 15 marks
15
b) Having ISO 9001 quality certification 5
A.2 Financial Qualifications (Max. Marks: 50)
a) Average annual turnover over past 3 years (Type 1)
Less than Rs 100 Crore: 0 mark
Rs 100 Crore to 200 Crore: 15 marks
Rs 200 Crore to 300 Crore: 20 marks
Above Rs 300 Crore: 25 marks
Average annual turnover over past 3 years (Type 2)
Less than Rs 10 Crore: 0 mark
Rs 10 Crore to 20 Crore: 15 marks
Rs 20 Crore to 30 Crore: 20 marks
Above Rs 30 Crore: 25 marks
25
b) Net worth in the last year (Type 1)
Less than Rs 50 Croer: 0 mark
Rs 50 Crore to 75 Crore: 15 marks
Rs 75 Crore to 100 Crore: 20 marks
Above Rs 100 Crore: 25 marks
Net worth in the last year (Type 2)
Less than Rs 01 Croer: 0 mark
Rs 01 Crore to 03 Crore: 15 marks
Rs 03 Crore to 05 Crore: 20 marks
Above Rs 05 Crore: 25 marks
25
Part B: Technical Presentation before the Selection Committee
B.1 Technical Presentation (Maximum Marks: 30)
a) Indicative details to be presented: 30
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Evaluation Criteria for Bidder (Maximum of 100 Marks)
S.
No.
Parameters
Max. Marks
Bidder’s understanding of skill development
Bidder’s understanding of Jharkhand and suitability for the
state
Bidder’s approach & methodology for skilling through Mega
Skill Training Centre in Jharkhand
Bidder’s experience in skill training
* Note: For the purpose of this RFP, Bidders are required to submit information and
supporting documents on only such trainings which qualify as per the guidelines
mentioned below:
i. NSQF compliant Skill development training implies at least 200 hours of domain-
specific skill training.
ii. Only completed skill development trainings (i.e. training followed by
assessment/certification) shall be considered for evaluation under this RFP;
iii. For number of candidates trained/placed, “past three financial years” implies the
financial years 2014-15, 2015-16, 2016-17.
3.3.5 After the evaluation of Proposals under Part A, JSDMS would announce a list of
Shortlisted Bidders, in line with Clause 3.3.3, who will be invited to make a
Technical Presentation before the Selection Committee constituted for selecting
Bidders for selection as private partner. JSDMS will not entertain any query or
clarification from Bidders who fail to qualify for the Technical Presentation.
3.3.6 Bidders shall be selected on the basis of obtained scores after aggregating the
scores awarded on the basis of Technical Proposal evaluation and Technical
Presentations (“Overall Score”).
3.3.7 On the basis of Overall Score, the Bidders securing 70 marks or more shall
be qualified for the award of the work. Based on the overall budget and targets
and infrastructure availability, JSDMS shall invite select Bidders for negotiation
and finalisation of districts and the contract.
3.3.8 While evaluation and awarding work, preference shall be given to (a) Bidder as a
single entity over Bidder as a group of entities and (b) Type 1 Bidder over Type 2
Bidder.
3.4 Contacts during Proposal Evaluation
3.4.1 Proposals shall be deemed to be under consideration immediately after they are
opened and until such time JSDMS makes official intimation of award/rejection
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to the Bidders. While the Proposals are under consideration, Bidders and/or
their representatives or other interested parties are advised to refrain from
contacting, by any means, JSDMS and/or their employees/representatives on
matters related to the Proposals under consideration.
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4 FRAUD AND CORRUPT PRACTICES
4.1.1 The Bidders and their respective officers, employees, agents and advisers shall
observe the highest standard of ethics during and subsequent to the bidding
process and during the subsistence of the agreement to be signed with private
partner.
4.1.2 Notwithstanding anything to the contrary contained herein, or in the Agreement,
JSDMS shall reject a Bid, withdraw any award of work, or terminate the
Agreement, as the case may be, without being liable in any manner whatsoever
to the Bidder, if it determines that the Bidder has, directly or indirectly or
through an agent, engaged in corrupt practice, fraudulent practice, coercive
practice, undesirable practice or restrictive practice in the bidding process.
4.1.3 In such an event, JSDMS shall appropriate the Performance Security Deposit, as
the case may be, without prejudice to any other right or remedy that may be
available to JSDMS hereunder or otherwise.
4.1.4 For the purposes of Clause 4, the following terms shall have the meaning
hereinafter respectively assigned to them:
a) “corrupt practice" means (i) the offering, giving, receiving, or soliciting,
directly or indirectly, of anything of value to influence the actions of any
person connected with the bidding process (for avoidance of doubt, offering
of employment to or employing or engaging in any manner whatsoever,
directly or indirectly, any official of JSDMS who is or has been associated
in any manner, directly or indirectly with the bidding process or award of
work or has dealt with matters concerning the Agreement or arising there
from, before or after the execution thereof, at any time prior to the expiry
of one year from the date such official resigns or retires from or otherwise
ceases to be in the service of JSDMS, shall be deemed to constitute
influencing the actions of a person connected with the bidding process); or
(ii) engaging in any manner whatsoever, whether during or after the
bidding process or after the execution of the agreement, as the case may be,
any person in respect of any matter relating to the Project or the Agreement,
who at any time has been or is a legal, financial or technical adviser of
JSDMS in relation to any matter concerning the project;
b) "fraudulent practice" means a misrepresentation or omission of facts or
suppression of facts or disclosure of incomplete facts, in order to influence
the bidding process;
c) "coercive practice" means impairing or harming, or threatening to
impair or harm, directly or indirectly, any person or property to influence
any person's participation or action in the bidding process;
d) "undesirable practice" means (i) establishing contact with any person
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connected with or employed or engaged by JSDMS with the objective of
canvassing, lobbying or in any manner influencing or attempting to
influence the bidding process; or (ii) having a Conflict of Interest; and
e) "Restrictive practice" means forming a cartel or arriving at any
understanding or arrangement among Bidders with the objective of
restricting or manipulating a full and fair competition in the bidding
process.
5 PRE-BID MEETING
5.1.1 Pre-Bid Meeting of the Bidders shall be held at the JSDMS office in Ranchi at
4:00 PM IST on the date as mentioned in the Clause 1.5.4. A maximum of two
representatives of each Bidder shall be allowed to participate on production of
Authority letter from the Bidder.
5.1.2 During the course of Pre-Bid Meeting, the Bidders will be free to seek
clarifications and make suggestions for consideration of JSDMS. JSDMS shall
endeavour to provide clarifications and such further information as it may, in its
sole discretion, consider appropriate for facilitating a fair, transparent and
competitive bidding process.
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6 MISCELLANEOUS
6.1.1 The bidding process shall be governed by, and construed in accordance with, the
laws of India and the Courts at Ranchi shall have exclusive jurisdiction over all
disputes arising under, pursuant to and/or in connection with the bidding
process.
6.1.2 JSDMS, at its sole discretion and without incurring any obligation or liability,
reserves the right, at any time, to;
a) suspend and/or cancel the bidding process and/or amend and/or
supplement the bidding process or modify the dates or other terms and
conditions relating thereto;
b) consult with any Bidder in order to receive clarification or further
information;
c) retain any information and/or evidence submitted to JSDMS by, on behalf
of, and/or in relation to any Bidder; and/or
d) independently verify, disqualify, reject and/or accept any and all
submissions or other information and/or evidence submitted by or on
behalf of any Bidder.
6.1.3 It shall be deemed that by submitting the Proposal, the Bidder agrees and
releases JSDMS, its employees, agents and advisers, irrevocably,
unconditionally, fully and finally from any and all liability for claims, losses,
damages, costs, expenses or liabilities in any way related to or arising from the
exercise of any rights and/or performance of any obligations hereunder,
pursuant hereto and/or in connection herewith and waives any and all rights
and/or claims it may have in this respect, whether actual or contingent, whether
present or future.
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7 SCHEDULES
Schedule–A
7.1.1 In case of sanction of work post-selection, payment to private partner shall be
guided by the costs approved at the national level by the Common Norms notified
on 15th July 2015 by the Ministry of Skill Development and Entrepreneurship,
and as amended from time to time, which are as under:
Component as per MSDE Common
Norms
Cost permissible to training
provider
A. Base Cost
For trades/sectors listed in Category I of
Schedule-B
Rs. 38.50 per hour per trainee
For trades/sectors listed in Category II of
Schedule-B
Rs. 33.00 per hour per trainee
For trades/sectors listed in Category III of
Schedule-B
Rs. 27.50 per hour per trainee
Note:
1. The hourly rates are inclusive of all costs to be incurred by training
providers including Mobilization of candidates, Curriculum,
Placement expenses, Trainers’ training, Equipment, Amortization of
Infrastructure costs or Utilities, Teaching Aid, Raw material, Salary
of trainers, Post-placement tracking/monitoring, etc.
2. This Base Cost shall be applicable for each trainee successfully
certified at the end of the training, including re-assessment(s).
3. Payment shall be guided by the costs approved at the national level
by the Common Norms notified by the Ministry of Skill Development
and Entrepreneurship, as notified from time to time.
B. Boarding & Lodging Costs for Residential Trainings
Jamshedpur, Dhanbad and Ranchi (Urban
Area)
Rs. 250 per day per trainee
All Urban Areas with the exception of above Rs. 200 per day per trainee
All Rural Areas and any Area not notified as a
municipal or town area
Rs. 175 per day per trainee
Note:
1. The above categorisation of areas shall be as per prevailing Common Norms.
2. Apart from Residential trainings, suitable allowance may be provided for
meals/refreshment of trainees under Non-Residential training.
C. Additional Cost for Training in Special Areas
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Component as per MSDE Common
Norms
Cost permissible to training
provider
Skill training in districts affected by Left Wing
Extremism as identified by NITI Aayog, Govt.
of India for Additional Central Assistance for
LWE affected Districts.
Additional amount equal to 10%
of the Base Cost over and above
the Base Cost
D. Additional Cost for Training Persons with Disability
Skill training for Persons with Disability Additional amount equal to 10%
of the Base Cost over and above
the Base Cost
E. Assessment Cost
Cost for third-party Assessment of trainee
charged by Sector Skill Council
Reimbursement of one-time
assessment cost, based on
actual.
7.1.2 In accordance with the prevailing Common Norms, funds shall be released to
private partner as per the following schedule:
Instalmen
t
Percentage
of Total
Cost
Output Parameter
First 30% On commencement of Training Batch
Second 50% On successful certification of the trainees
Third 20% Outcomes based on placements as under
7.1.3 Guided by the Common Norms, the outcomes expected from skill training under
any programme of JSDMS are as given below:
a) Employment (both wage and self) on an annual basis of at least 70% of
certified trainees within three months of completion of training, with at
least 50% of the trainees passing out being placed in wage employment;
Provided that JDSMS may alter the percentage target of wage and self-
employment within a batch based on specifics of the trade;
b) In case of wage employment, candidates shall be placed in jobs that provide
wages at least equal to minimum wages prescribed in the state of Jharkhand
(currently ~Rs 9000 per month for contractual skilled labour) and such
candidates should continue to be in jobs for a minimum period of three
months from the date of placement in the same or a higher level with the
same or any other employer.
c) In case of self-employment, candidates should have been employed
gainfully in livelihood enhancement occupations, which are evidenced in
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terms of newly acquired trade license, or setting up of an enterprise or
becoming a member of a producer group, or proof of additional earnings
(bank statement) or any other suitable and verifiable document.
7.1.4 The outcome-linked fourth instalment as given in Clause 7.1.2 would be released
to the Preferred Bidder subject to the following:
a) Preferred Bidder shall be eligible for 100% payment on for outcome
achievement as specified in Clause 7.1.3.
b) Preferred Bidder will be paid on pro-rata basis on outcome achievement in
terms of wage/self-employment being facilitated for 50-69% of those who
have been certified, in keeping with Clauses above.
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Schedule–B
7.1.5 List of trades as per the cost category prescribed in the Common Norms notified by the
Ministry of Skill Development and Entrepreneurship on 15th July, 2015:
S. No.
Industry / Sectors
Sub-Sector/Trades
Category-I Category-II Category-III
1. Agriculture Farm Machinery, Animal Husbandry, Farm Mechanisation, Precision farming, Fisheries and allied Sector
Agriculture, Plantation, Horticulture Floriculture, Poultry
Apiculture, Home Décor Art - Bonsai, Flower, water fall; Minor Forest Product processing and value addition, Natural Fibre product processing and value addition (Sericulture, Jute, cotton, hemp and diversified Products)
2. Apparel Garment Manufacturing, Fashion Design
Garment making
3. Automotive Manufacturing, Automotive repair
Automotive Sales
4. Beauty & Wellness
Spa and Wellness, Beauty Culture & Hair Dressing, Naturopathy
Home Décor Art Mehandi
5. BFSI Banking, Accounting, Insurance
6. Capital Goods Fabrication, Electro- Mechanical
7. Chemicals Manufacture of Chemicals and Bio-Chemicals, Plastics, Processing
Fragrance Flavour & Perfume
8. Construction Construction Equipment, Fabrication
Paint, Wood Works, Bamboo Fabrication, Carpentry
9. Education & Skill Development
Education, Skill Development
Counselling Skills
10. Electronics Electronics System Design, Manufacture Refrigeration and Air Conditioning
Consumer Electronics - Sales & Service
11. Fast Moving Consumer Goods
Fast Moving Consumer Goods
12. Food Processing Industries
Food Processing Sectors
Food Processing sectors such as: Dairy Products, Fruit & Vegetable Products, Cereals & Cereal Products, Food Grain, Edible Oil & Fats, Meat & Meat Products, Fish & Fish Products, Sweets & Confectionery, Bread & Bakery, Spices & Condiments, Beverage, Aerated Water & Soft Drinks, Packaging of food products
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S. No.
Industry / Sectors
Sub-Sector/Trades
Category-I Category-II Category-III
13. Furniture & Furnishing
Furniture Making
14. Gems & Jewellery Gems & Jewellery Manufacturing
Home Décor Art Jewellery
15. Green Skills Renewable energy Rain Water Harvesting, Green retail, Allied green skills
16. Handloom & Handicrafts
Handlooms Brassware, Khadi, Carpet, Handicrafts
Handmade Paper and Paper Products, Home décor art, Ceramic Painting, Home Décor, Art Wood
17. Healthcare Medical and Nursing Healthcare – Machine Technician
Community Healthcare, Healthcare – Assistants, Preventive Healthcare (including Nutrition & Health Education and Health Counselling)
Allied Healthcare
18. Instrumentation Process, Instrumentation
19. Iron & Steel Foundry (including Sponge Iron)
20. IT-ITES Information and Communication Technology
21. Leather Leather Footwear & Leather Sports Goods Manufacture
22. Life Science Manufacturing of Pharmaceuticals
Pharmaceutical Sales
23. Logistics Courier & Logistics
24. Management Material Management, Business and Commerce
25. Manufacturing Production & Manufacturing
26. Marine Engineering Marine Engineering, Ship Construction
27. Media & Entertainment
Animation Production Support, Media, Printing
Film Production
28. Mining Mining
29. Music Musical instrument Manufacture
Instrumental Music service
30. Plumbing Plumbing
31. Power & Energy Electrical Industrial Electrician
Domestic Electrician
32. Retail Store Operation, FMCG
Retail
33. Rubber Manufacturing Rubber, Nursery/ Plantation
34. Security Security, Fire & Safety Engineering
35. Sports Sports Goods Manufacture
Sports service
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S. No.
Industry / Sectors
Sub-Sector/Trades
Category-I Category-II Category-III
36. Telecom Network & Infrastructure Management
Telecom Service Provider, Handset Sales & Service
37. Textiles Spinning, Weaving, Textiles, Knitting, & Processing for Cotton, Other Manmade & Synthetic Fibres
38. Tourism & Hospitality
Food Production, Cooking
Hospitality, F&B Service and Housekeeping
Travel & Tourism
39. Traditional / conventional sectors
Glassware Painting Toy Making Clock and watch repair
40. Other Sectors Any trade not covered in any of the categories above
Any trade not covered in any of the categories above
Any trade not covered in any of the categories above
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8 APPENDICES
APPENDIX – I
Format – Covering Letter
To,
Mission Director
Jharkhand Skill Development Mission Society
Shram Bhawan, Doranda, Ranchi
Dear Sir,
Subject: Selection of private partner for establish, operate and maintain the Mega Skill
Training Centre in Jharkhand on PPP mode
This is in response to the RFP issued by the Jharkhand Skill Development Mission Society
(Ref No. ……………………..........) dated …………………….
We ………………………………………………………………… (Name of the Bidder) are keen to get
selected for the project and hereby express our interest in being considered for the same
under Type 1 / Type 2 (Choose one)
Please find enclosed one Original and one True Copy of our Proposal. We have also attached
the requisite Processing Fee of Rs. 5,000/- in the form of Demand Draft No. ......................
dated ................. drawn on ....................................................
We hereby confirm that:
1. The RFP is being submitted by …………………………………………………… which is the
“Bidder” for the Sector ………………….. in accordance with the conditions stipulated
in the RFP. Our preference of districts for establishment of Mega Skill Training Centre
are as below:
i. District 1: __________
ii. District 2: __________
iii. District 3: __________
iv. District 4: __________
v. District 5: __________
2. We have examined in detail and have understood the terms and conditions stipulated in
the RFP issued by JSDMS and in any subsequent communication sent by JSDMS. We
agree and undertake to abide by all these terms and conditions. Our proposal is
consistent with all the requirements of submission as stated in the RFP or in any of the
subsequent communications from JSDMS.
3. The information submitted in our RFP is complete and correct to the best of our
knowledge and understanding. We would be solely responsible for any errors or
omissions in our RFP. We acknowledge that JSDMS will be relying on the information
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provided in the RFP and the documents accompanying such RFP for Selection of private
partner for establish, operate and maintain the Mega Skill Training Centre in Jharkhand
on PPP mode and we certify that all information provided in the application is true and
correct; nothing has been omitted which renders such information misleading; and all
documents accompanying such RFP are true copies of their respective originals.
4. We acknowledge the right of JSDMS to reject our RFP without assigning any reason or
otherwise and hereby waive, to the fullest extent permitted by applicable law, our right
to challenge the same on any account whatsoever.
5. We declare that we satisfy all legal requirements and meet all the eligibility criteria laid
down in the RFP.
6. This RFP is unconditional and we hereby undertake to abide by the terms and conditions
of the RFP.
7. We understand that any work sanctioned in pursuance to the bidding process detailed
in this RFP shall be on the terms and conditions specified in the Letter of Award / Work
Order / Agreement pertaining to such work, which shall be thoroughly reviewed and
accepted by us before undertaking such work.
8. We have not directly or indirectly or through an agent engaged or indulged in any
corrupt practice, fraudulent practice, coercive practice, undesirable practice or
restrictive practice.
For and on behalf of:
Signature:
Name:
Designation:
(Company Seal)
(Authorized Representative and Signatory)
Note:
The Covering Letter is to be submitted by Authorized Signatory on the organisation’s
letterhead with his/her signature and seal.
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APPENDIX – II
Affidavit for not being blacklisted
(Affidavit on non-judicial stamp paper by Authorized Signatory of the Bidder with his/her
signature and company seal)
AFFIDAVIT
I/We, on behalf of ........................................................ (Name of Bidder), with its registered
office at ............................................................. do hereby declare that the above-mentioned
Bidder has not been blacklisted/ debarred by any State/Central Government authority /
Donor Agency.
For and on behalf of:
Signature:
Name:
Designation:
Date:
(Company Seal)
(Authorized Signatory)
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APPENDIX – III
Format – Bidder’s Details
(To be provided by Authorized Signatory on Letterhead
with his/her signature and company seal)
S. No.
Description Details Document at Page No.
1. Name of Legal Entity
2. Status / Constitution of the Bidder
3. Name of Registering Authority
4. Registration Number
5. Date of Registration
6. Place of Registration
7. PAN Card Number
9. Valid affiliation with Sector Skill Council (Yes/No)
Give details & documentary proof of valid SSC affiliations for each sector under which Bidder seeks to get selected
For and on behalf of:
Signature:
Name:
Designation:
Date:
(Company Seal)
(Authorized Signatory)
Note: Copy of appropriate registration / incorporation certificate along with a copy of PAN
card should be appended as a part of this form. Copies of all documents should be appended
in the same order as mentioned in the table.
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APPENDIX – IV
Format – Technical Capability Statement
(To be certified by a Chartered Accountant)
Skill Development Training in past 3 financial years in the sector for which this proposal is
submitted:
Sector applied for: _____________
S. No.
Financial Year Number of Trainees for whom skill training has been completed
1. 2014-15
2. 2015-16
3. 2016-17
Average
Signature and Seal of Chartered Accountant
Note:
The onus of providing adequate and verifiable supporting evidence (of numbers of
trainees trained and placed) lies upon the Bidder. Detailed candidate-wise data may be
provided on CD, if required. Supporting evidence must be provided as below
1. Original Certificate by a Chartered Accountant stating the number of trainees for
whom skill training has been completed by the Bidder as per the conditions stated in the
note under Clause 3.3.4.
And
2. Self-attested copies of any of the following: Work Order for each programme
accompanied by Certificate of Completion / Proof of Final Payment from Government
bodies indicating the number of candidates trained in the sector; Printouts of verifiable
information from Government MIS systems showing number of candidates trained
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APPENDIX – V
Format –Financial Capability Statement
(To be certified by a Chartered Accountant)
On the basis of audited financial statements, I/We hereby submit that .................................
(Name of Bidder), having registered office at .................................................................., has
annual turnover and net worth in past three consecutive financial years (2014-15, 2015-16
and 2016-17), as follows:
S. No.
Financial Year Annual Turnover (Rs. Lakhs)
Net worth (Rs. Lakhs)
1. 2014-15
2. 2015-16
3. 2016-17
TOTAL
AVERAGE
Signature and Seal of Chartered Accountant
Note:
1. Bidder is required to submit the audited financial statements for the past three years
(2014-15, 2015-16 and 2016-17).
2. All supporting documents should be duly certified by a Chartered Accountant 3. Supporting definitions:
Turnover: Revenue net of any taxes and duties payable.
Net worth = Paid Up Equity share capital (excluding share capital allotted for consideration other than cash) + Free Reserves and Surplus (excluding revaluation reserves) – Deferred Revenue Expenditure/ Miscellaneous Expenditure not written off – Debit Balance in Profit and Loss Account – Cross holding of investments amongst consortium members in case of a consortium.
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APPENDIX – VI
Format – Additional Information
(i) Bidder’s understanding of Skill Development and Skill Training
..........................................................................................................................................................
..........................................................................................................................................................
..........................................................................................................................................................
..........................................................................................................................................................
(ii) Bidder’s approach & methodology for Skill Training & Delivery (including Mobilization, Training Delivery, Quality Assurance)
..........................................................................................................................................................
..........................................................................................................................................................
..........................................................................................................................................................
..........................................................................................................................................................
(iii) Bidder’s experience and strength in securing placement for trainees
..........................................................................................................................................................
..........................................................................................................................................................
..........................................................................................................................................................
..........................................................................................................................................................
(iv) Available Trainer details (all-India)
S.N. Description Details
1. No. of permanent trainers, along with their sector(s)
of expertise
2. No. of contractual trainers, along with their sector(s)
of expertise
3. No. of trainers trained and certified by any Sector Skill
Council, along with their sector(s) of expertise
4. Qualifications of Permanent Faculty
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(v) Additional details
(Bidder may use this space to highlight experience of working with various beneficiary groups)
Experience in training candidates belonging to Scheduled Castes and Scheduled Tribes, if any
Experience in training candidates belonging to Primitive Tribes, if any
Experience in training women candidates
Experience in training illiterate candidates, if any
Experience in training Persons with Disabilities, if any
For and on behalf of:
Signature:
Name:
Designation:
Date:
(Company Seal)
(Authorized Signatory)
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APPENDIX – VII
Format – Power of Attorney in favour of Authorized Signatory
(On Non-Judicial Stamp Paper of appropriate value and duly notarized)
This is to authorise Mr./Ms. _______________________________ son/daughter/wife of ________________________ and presently residing at ____________________________________________________________, who is presently employed with us and/or holding the position of _________________, for doing in our name and signing on our behalf all such acts, deeds and things as are required in connection with submission of our bid for “Selection of private partner for establish, operate and maintain the Mega Skill Training Centre in Jharkhand on PPP mode” including but not limited to signing and submission of all applications, bids and other documents, participating in Bidders' conferences and providing information / responses to Jharkhand Skill Development Mission Society (JSDMS), representing us in all matters before JSDMS or concerned Authority, signing and execution of all contracts including the Agreement and undertakings consequent to acceptance of our bid, and generally dealing with the Authority in all matters in connection with or relating to or arising out of our bid for the said Project and/or upon award thereof to us and/or till the entering into of the Agreement with JSDMS. IN WITNESS WHEREOF WE, ____________________________________ , THE ABOVE NAMED PRINCIPAL HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS _______________________ DAY OF ______________ , 20__.
Signed on behalf of ______________
(Signature) (Name, Title and Address)
Accepted
(Signature)
(Name, Title and Address)
Notes:
The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable law and the charter documents of the executant(s) and when it is so required, the same should be under common seal affixed in accordance with the required procedure.
Wherever required, the Bidder should submit for verification the extract of the charter documents and documents such as a board or shareholders resolution/ power of attorney in favour of the person executing this Power of Attorney for the delegation of power hereunder on behalf of the Applicant.
For a Power of Attorney executed and issued overseas, the document will also have to be legalised by the Indian Embassy and notarised in the jurisdiction where the Power of Attorney is being issued. However, the Power of Attorney provided by Bidders from countries that have signed the Hague Legislation Convention 1961 are not required to be legalised by the Indian Embassy if it carries a conforming Appostille certificate.
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APPENDIX - VIII:
Bank Guarantee format for Bid Security
(To be executed on Stamp paper of appropriate value)
B.G. No. Dated:
1. In consideration of you, Jharkhand Skill Development Mission Society, having its office at _________, (herein after referred as “JSDMS”), which expression shall unless it be repugnant to the subject or context thereof include its, successors and assigns) having agreed to receive the Bid of …………………… having its registered office at ……………………… (hereinafter referred to as the “Bidder”) which expression shall unless it be repugnant to the subject or context thereof include its/their executors, administrators, successors and assigns, for the “Establishment, operation and maintenance of the Mega Skill Training Centre in Jharkhand on PPP mode” (hereinafter referred to as “the Project”) pursuant to the RFP Document dated …………… issued in respect of the Project (hereinafter referred to as “Bidding Document”), we (Name of the Bank) having our registered office at ……………………… and one of its branches at …………………….. (hereinafter referred to as the “Bank”), at the request of the Bidder, do hereby in terms of Clause 1.5.3 of the RFP Document, irrevocably, unconditionally and without reservation guarantee the due and faithful fulfillment and compliance of the terms and conditions of the Bidding Documents by the said Bidder and unconditionally and irrevocably undertake to pay forthwith to the Authority an amount of Rs. 2,00,000 (Rupees Two Lakhs only) (hereinafter referred to as the “Guarantee”) as our primary obligation without any demur, reservation, recourse, contest or protest and without reference to the Bidder if the Bidder shall fail to fulfill or comply with all or any of the terms and conditions contained in the said Bidding Document.
2. Any such written demand made by the Authority stating that the Bidder is in default of the due and faithful fulfillment and compliance with the terms and conditions contained in the Bidding Document shall be final, conclusive and binding on the Bank.
3. We, the Bank, do hereby unconditionally undertake to pay the amounts due and payable under this Guarantee without any demur, reservation, recourse, contest or protest and without any reference to the Bidder or any other person and irrespective of whether the claim of the Authority is disputed by the Bidder or not, merely on the first demand from the Authority stating that the amount claimed is due to the Authority by reason of failure of the Bidder to fulfill and comply with the terms and conditions contained in the Bidding Document including failure of the said Bidder to keep its Bid open during the Bid validity period as set forth in the said Bidding Document for any reason whatsoever. Any such demand made on the Bank shall be conclusive as regards amount due and payable by the Bank under this Guarantee. However, our liability under this Guarantee shall be restricted to an amount not exceeding Rs. 2,00,000 (Rupees Two Lakhs only).
4. This Guarantee shall be irrevocable and remain in full force for a period of 270 (two hundred and seventy) days from the Bid Due Date inclusive of a claim period of 60 (sixty) days or for such extended period as may be mutually agreed between the Authority and the Bidder, and agreed to by the Bank, and shall continue to be enforceable till all amounts under this Guarantee have been paid.
5. We, the Bank, further agree that the Authority shall be the sole judge to decide as to whether the Bidder is in default of due and faithful fulfilment and compliance with the terms and conditions contained in the Bidding Document including, inter alia, the failure of the Bidder to keep its Bid open during the Bid validity period set forth in the said Bidding Document, and the decision of the Authority that the Bidder is in default as aforesaid shall be final and binding on us, notwithstanding any differences between the Authority and the Bidder or any dispute pending before any Court, Tribunal, Arbitrator or any other Authority.
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6. The Guarantee shall not be affected by any change in the constitution or winding up of the Bidder or the Bank or any absorption, merger or amalgamation of the Bidder or the Bank with any other person.
7. In order to give full effect to this Guarantee, the Authority shall be entitled to treat the Bank as the principal debtor. The Authority shall have the fullest liberty without affecting in any way the liability of the Bank under this Guarantee from time to time to vary any of the terms and conditions contained in the said Bidding Document or to extend time for submission of the Bid or the Bid validity period or to postpone for any time and from time to time any of the powers exercisable by it against the said Bidder and either to enforce or forbear from enforcing any of the terms and conditions contained in the said Bidding Document, and the Bank shall not be released from its liability under these presents by any exercise by the Authority of the liberty with reference to the matters aforesaid or by reason of time being given to the said Bidder or any other forbearance, act or omission on the part of the Authority or any indulgence by the Authority to the said Bidder or by any change in the constitution of the Authority or its absorption, merger or amalgamation with any other person or any other matter or thing whatsoever which under the law relating to sureties would but for this provision have the effect of releasing the Bank from its such liability.
8. Any notice by way of request, demand or otherwise hereunder shall be sufficiently given or made if addressed to the Bank and sent by courier or by registered mail to the Bank at the address set forth herein.
9. We undertake to make the payment on receipt of your notice of claim on us addressed to name of Bank along with branch address and delivered at our above branch which shall be deemed to have been duly authorised to receive the said notice of claim.
10. It shall not be necessary for the Authority to proceed against the said Bidder before proceeding against the Bank and the guarantee herein contained shall be enforceable against the Bank, notwithstanding any other security which the Authority may have obtained from the said Bidder or any other person and which shall, at the time when proceedings are taken against the Bank hereunder, be outstanding or unrealised.
11. We, the Bank, further undertake not to revoke this Guarantee during its currency except with the previous express consent of the Authority in writing.
12. The Bank declares that it has power to issue this Guarantee and discharge the obligations contemplated herein, the undersigned is duly authorised and has full power to execute this Guarantee for and on behalf of the Bank.
13. For the avoidance of doubt, the Bank’s liability under this Guarantee shall be restricted to Rs. 2,00,000 (Rupees Two Lakhs only). The Bank shall be liable to pay the said amount or any part thereof only if the Authority serves a written claim on the Bank in accordance with paragraph 9 hereof, on or before __________ (indicate date falling 270 days after the Bid Due Date).
Signed and Delivered by ………………………. Bank
By the hand of Mr./Ms. …………………….., its ………………….. and authorised official.
(Signature of the Authorised Signatory)
(Official Seal)
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APPENDIX – IX
Power of Attorney for Lead Member of Consortium
(On Non-Judicial Stamp Paper of appropriate value and duly notarized)
This power of attorney is made on this the [PLEASE INSERT DATE] day of [PLEASE INSERT
MONTH], [PLEASE INSERT YEAR].
We, [PLEASE INSERT NAME OF THE NON-LEAD MEMBER] of [PLEASE INSERT ADDRESS OF
THE NON-LEAD MEMBER] do hereby appoint and authorize [PLEASE INSERT NAME OF THE
LEAD MEMBER] of [PLEASE INSERT ADDRESS OF THE LEAD MEMBER] to represent the
Consortium in all matters in relation to provide information and respond to inquiries etc. as may be
required by the Authority, the Jharkhand Skill Development Mission Society in connection with the
Establish, Operate & Maintain Mega Skill Training Centres in Jharkhand on PPP Mode in line with
the terms and conditions as provided in the Concession Agreement (hereinafter referred to as the
“Project”). The Lead Member is further authorized to conduct all business in relation to the bidding
process for and on behalf of the Non-Lead Member, during the Bidding Process and in the event that
the Consortium is awarded the Project, during the finalization of the Concession Agreement.
Furthermore, the Lead Member is hereby authorized to sign and file relevant documents in connection
with any and all matters related to the preparation and submission of the Proposal in response to the
RFP and do all or any of such acts, deeds or things as are necessary or required or incidental to the
preparation and submission of the Proposal for the Project. The Lead Member is further authorized
to sign and execute any contracts and undertakings consequent to acceptance of our Proposal, and
generally to deal with the Authority, for and on behalf of the Consortium, in all matters in connection
with or relating to or arising out of our Proposal for the said Project and/or upon award thereof.
AND
We hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things
lawfully done or caused to be done by the said Lead Member pursuant to and in exercise of the powers
conferred by this Power of Attorney and that all acts, deeds and things done by the said Lead Member
in exercise of the powers hereby conferred shall and shall always be deemed to have been done by the
Consortium.
IN WITNESS WHEREOF WE DO HEREBY PUT OUR SIGNATURE ON THE DAY, MONTH AND
YEAR MENTIONED HEREIN ABOVE.
_____________________________
(Non-Lead Member signature)
Name:
Accepted
(Signature of Lead Member)
(Name, Title and Address)
Witness: 1. __________________________ 2._______________________
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Name: Name:
Address: Address:
(Please fill in name and address of the witness) (Please fill in name and address of the witness)
Notes:
To be provided only in case of Consortium. This Power of Attorney shall be provided (either
individually or jointly) by all the Non-Lead Members nominating the Lead Member of the
Consortium).
The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable law and the charter documents of the executant(s) and when it is so required, the same should be under common seal affixed in accordance with the required procedure.
Wherever required, the Bidder should submit for verification the extract of the charter documents and documents such as a board or shareholders resolution/ power of attorney in favour of the person executing this Power of Attorney for the delegation of power hereunder on behalf of the Applicant.
For a Power of Attorney executed and issued overseas, the document will also have to be legalised by the Indian Embassy and notarised in the jurisdiction where the Power of Attorney is being issued. However, the Power of Attorney provided by Bidders from countries that have signed the Hague Legislation Convention 1961 are not required to be legalised by the Indian Embassy if it carries a conforming Appostille certificate.
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APPENDIX – X
Consortium Bidding Agreement
(On Non-Judicial Stamp Paper of appropriate value and duly notarized)
This Consortium Bidding Agreement (hereinafter referred to as the “Agreement”) is entered
into on this the [PLEASE INSERT DAY] day of [PLEASE INSERT MONTH], [PLEASE
INSERT YEAR].
BETWEEN
1. [NAME OF ENTITY], a Proprietorship Firm / Partnership Firm / Private Limited
Company / Public Limited Company / Society / Trust incorporated under the
[PLEASE INSERT THE RELEVANT LAW/REGULATION OF INCORPORATION
AND COUNTRY OF INCORPORATION], and having its registered office at
[ADDRESS OF COMPANY] (hereinafter referred to as the “First Party” and/or the
“Lead Member”, as used interchangeably, which expression shall, unless repugnant
to the context include its successors, permitted assigns and legal representatives)1.
AND
2. [NAME OF ENTITY], Proprietorship Firm / Partnership Firm / Private Limited
Company / Public Limited Company / Society / Trust incorporated under the
[PLEASE INSERT THE RELEVANT LAW/REGULATION OF INCORPORATION
AND COUNTRY OF INCORPORATION], and having its registered office at
[ADDRESS OF COMPANY] (hereinafter referred to as the “Second Party” which
expression shall, unless repugnant to the context include its successors, permitted
assigns and legal representatives).
Each of the First Party and Second Party, are collectively referred to as the “Parties” and
each is individually referred to as a “Party”.
WHEREAS,
(A) The Jharkhand Skill Development Mission Society (An autonomous body under
Department of Higher, Technical Education and Skill Development), under the
Government of Jharkhand, having its office at Shram Bhawan, Doranda, Ranchi- 834
002, Jharkhand (hereinafter referred to as the “Authority”) has invited bids
(hereinafter referred to as the “Proposal”) in response to its Request for Proposal
No. [ ] dated [ ] (hereinafter referred to as the “RFP”) for
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selection of the Private Partner to Establish, Operate, & Maintain Mega Skill Training
Centres in Jharkhand on PPP mode (hereinafter referred to as the “Project”).
(B) The Parties are interested in jointly bidding for the Project as Consortium Members
and in accordance with the terms and conditions of the RFP document and other bid
documents issued by the Authority in respect of the Project, and
(C) It is a necessary condition under the RFP document for the Consortium Members to
enter into this Agreement and furnish a copy thereof with the Proposal.
NOW IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATIONS
In this Agreement, the capitalized terms shall, unless the context otherwise requires,
have the meaning ascribed thereto under the RFP.
2. RELATIONSHIP OF THE PARTIES
2.1. The purpose of this Agreement is to establish and record terms to govern the
relationships of the Parties with each other. The Parties do hereby irrevocably
constitute a Consortium for the purposes of jointly participating in the bidding process
for the Project.
2.2. The Parties agree to cooperate with each other in the negotiation, preparation and
submission of the Proposal and in the event that they are awarded the Project, in the
preparation, finalization and execution of the Concession Agreement on the terms set
out in this Agreement.
2.3. Nothing contained in this Agreement is intended to create a partnership or any other
separate legal or corporate entity.
2.4. The Parties hereby undertake that in the event the Consortium is declared as the
Preferred Bidder and awarded the Project, it shall incorporate the SPV under the
Companies Act 2013 of Government of India for the delivery of the Project in
accordance with the terms and conditions of the Concession Agreement.
3. TERM OF THIS AGREEMENT
This Agreement will commence from the date of execution and shall be valid until the
formation of SPV. However, in the event that the Consortium is not selected as the
Preferred Bidder for the Project, this Agreement will stand terminated in accordance
with Clause 9 of this Agreement.
4. EXCLUSIVITY
For a particular Sector, no Party shall directly or indirectly, except as part of the
Consortium, alone or with any third party prepare or submit, or participate in the
preparation or submission of, any other Proposal in response to the RFP (as
applicable).
5. ROLES AND RESPONSIBILITIES OF THE PARTIES
5.1. The Parties hereby undertake to perform the roles and responsibilities as described
herein below:
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(a) The Parties hereby acknowledge that the First Party shall be the Lead Member
of the Consortium and shall have the authority to conduct all business in relation
to the bidding process for and on behalf of any and all the Consortium Members
during the bidding process and in the event that the Consortium is awarded the
Project, during the preparation, finalization and execution of the Consortium.
The Lead Member shall be authorized pursuant to a Power of Attorney provided
by all other Parties (i.e. the Non-Lead Members) to conduct all business and to
sign and file relevant documents in connection to the bidding process for and on
behalf of the Consortium and represent and irrevocably bind all other
Consortium Members in all matters connected to the bidding process. [PLEASE
INSERT DETAILS OF THE ROLES AND RESPONSIBILITIES].
The roles and responsibilities of the First Party/Lead Member are:
1.
2.
3.
(b) The Second Party shall be the <technical/financial/operation and maintenance/
any other> [please mention] member of the Consortium. [PLEASE INSERT
DETAILS OF THE ROLES AND RESPONSIBILITIES].
The roles and responsibilities of the Second Party are:
1.
2.
3.
6. JOINT AND SEVERAL LIABILITY
The Parties do hereby undertake to be jointly and severally responsible for all
obligations and liabilities relating to the Project and in accordance with the terms of
the RFP and the Concession Agreement, until such time that the Agreement is
terminated pursuant to Clause 9.
7. SHAREHOLDING IN THE SPV
7.1. The Parties agree that in the event that the Consortium is awarded the Project, the
proportion of shareholding among the Parties in the SPV shall be as follows:
First Party: [PLEASE INSERT SHAREHOLDING OF LEAD MEMBER] (minimum
26% of the total Equity in the SPV)
Second Party: [PLEASE INSERT SHAREHOLDING OF SECOND PARTY]
(minimum 26% of the total Equity in the SPV)
7.2. The lead member shall hold, directly or indirectly, at least 26% (twenty six percent) of
the total Equity in the SPV throughout the Concession Period. Other member of the
Consortium shall hold, directly or indirectly, at least 26% (twenty six percent) of the
total Equity in the SPV during a period of 3 (three) years following commercial
operation date.
8. REPRESENTATION AND WARRANTIES
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1.1. Each Party represents to the other Parties as of the date of this Agreement that:
a) It is duly organized, validly existing and in good standing under the laws of the
country of its incorporation/formation and has the requisite powers and
authority to enter into this Agreement.
b) The execution, delivery and performance by such Party of this Agreement has
been authorized by all necessary and appropriate corporate or governmental
action and a copy of the extract of the memorandum and articles of association
and/or board resolution/ power of attorney authorizing the legal representatives
of the Party to execute this Agreement on behalf of the Party is annexed to this
Agreement.
c) The execution, delivery and performance by such Party of this Agreement will
not, to the best of its knowledge:
(i) require any consent or approval not already obtained;
(ii) violate any applicable law presently in effect and having applicability to
it;
(iii) violate the memorandum and articles of association, by-laws or other
applicable organizational documents thereof;
(iv) violate any clearance, permit, concession, grant, license or other
governmental authorization, approval, judgment, order or decree or
any mortgage agreement, indenture or any other instrument to which
it is a party or by which such Party or any of its properties or assets are
bound or that is otherwise applicable to such Party; or
(v) create or impose any liens, mortgages, pledges, claims, security
interests, charges or encumbrances or obligations to create a lien,
charge, pledge, security interest, encumbrances or mortgage in or on
the property of such Party, except for encumbrances that would not,
individually or in the aggregate, have a material adverse effect on the
financial condition or prospects or business of such Party so as to
prevent such Party from fulfilling its obligations under this Agreement.
d) There is no litigation pending or, to the best of such Party's knowledge,
threatened against it to which it or any of its Associates is a party that presently
affects or which would have a material adverse effect on the financial condition
or prospects or business of such Party in the fulfilment of its obligations under
this Agreement.
e) Each Party warrants that it has the necessary resources, licenses and permits for
the information contained in the Proposal and the delivery of services and
deliverables contemplated or that will be contemplated in the Concession
Agreement.
9. TERMINATION
9.1. In the event that the Consortium is not awarded the Project or in case of cancellation
of the bidding process by the Authority, this Agreement shall automatically come to
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an end and the Consortium shall consequently be dissolved, subject to each Party duly
completing or performing its pending obligations, if any.
9.2. In the event that the Consortium is awarded the Project, this Agreement shall
terminate upon formation of the SPV.
9.3. Except as provided in Clause 9.1 and 9.2 above, the Parties shall not terminate this
Agreement without the prior written approval of the Authority.
10. VALID AND BINDING OBLIGATION
10.1. Each of the Parties agree that this Agreement constitutes a valid and binding
obligation upon the Parties concerned and is enforceable against each of them in
accordance with the terms and conditions herein contained.
10.2. Unless otherwise agreed, each of the Parties agree that in case of a successful bid, all
Parties shall be jointly and severally liable for the execution of the Concession
Agreement with the Authority, in accordance with the terms and conditions contained
therein.
11. COSTS
11.1. The Parties agree that each Party will bear its own costs arising out of this Agreement,
except as maybe agreed otherwise in writing.
12. CONFIDENTIALITY AND NON-DISCLOSURE
12.1. The Parties agree that they will keep confidential and will not disclose to any third
parties, firms, corporations or others, this Agreement, or any of the terms of this
Agreement, provided that either Party may disclose the information pursuant to the
process or otherwise required by other applicable laws including any directions from
government agencies, central bank etc., in which case the Party that has been
requested to provide the information shall notify the other Parties of such request, so
that the other Parties may object to such production, or take any other action they
deem necessary and appropriate.
13. NOTICE
13.1. All notices or processes among the Consortium Members, relating to this Agreement,
shall be valid and effective if sent by [PLEASE INSERT THE MODE OF
COMMUNICATION (E.G. LETTER/E-MAIL)] to the respective addresses as provided
herein below.
For the First Party/ Lead Member: [PLEASE INSERT ADDRESS AND CONTACT
DETAILS OF THE FIRST PARTY]
For the Second Party: [PLEASE INSERT ADDRESS AND CONTACT DETAILS OF
THE SECOND PARTY]
14. MISCELLANEOUS
14.1. This Agreement shall be governed by laws of India.
14.2. The Parties acknowledge and accept that this Agreement shall not be amended or
modified by the Parties without the prior written approval of the Authority.
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14.3. The Parties acknowledge and accept that no change in the composition of the
Consortium shall be permitted after the Proposal Due Date up to the issuance of the
LoA.
14.4. The Parties further acknowledge and accept that no change in the composition of the
Consortium shall be permitted from the time of issue of the LoA up to the signing of
the Concession Agreement without the prior written approval of the Authority which
will be in its absolute discretion.
14.5. Moreover, the Parties acknowledge that approval for change in the composition of a
Consortium shall be at the sole discretion of the Authority and must be approved by
the Authority in writing.
14.6. The Parties further acknowledge and accept that any change in the composition of the
Consortium other than as set out above, shall lead to the rejection of their Proposal.
14.7. No failure or delay on the part of any Party to this Agreement to exercise any right or
remedy under this Agreement and/or no indulgence granted by any one Party to the
other will operate as a waiver thereof, nor will any single or partial exercise of any right
or remedy preclude any other or further exercise thereof or the exercise of any right or
remedy.
14.8. Each Party agrees to execute, do and procure all other persons, if any, to execute and
do all such further deeds, assurances, acts and things as may reasonably be necessary
so that full effect may be given to the terms and conditions of this Agreement.
14.9. If a provision of this Agreement is found to be illegal, invalid or unenforceable:
(a) it is to be read down or severed to the extent of the illegality, invalidity or
unenforceability;
(b) the Parties shall negotiate in good faith amendments to this Agreement to
include, to the extent possible, legal, valid and enforceable provisions to
give effect to the intent of the Parties under the illegal, invalid or
unenforceable provision.
14.10. This Agreement may be executed in any number of counterparts, each of which shall
be deemed an original and all of which taken together shall constitute one instrument.
IN WITNESS WHEREOF THE PARTIES NAMED ABOVE HAVE EXECUTED AND
DELIVERED THIS AGREEMENT AS ON THE DATE FIRST MENTIONED ABOVE.
SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED
For and on behalf of For and on behalf of
FIRST PARTY (LEAD MEMBER) SECOND PARTY
(Signature) (Signature)
(Name) (Name)
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(Designation) (Designation)
(Address) (Address)
(Please fill in the details of the Lead Member) (Please fill in the details of the
Second Party)
SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED
For and on behalf of For and on behalf of
In the presence of:
1. ____________________
___________________________________
2. ___________________
___________________________________
(Please insert names of the witness) (Signature of the witness)
Note:
This Agreement to be executed on non-judicial stamp paper appropriate value or
any other legally equivalent document as permissible under the laws of the
respective country where any one Consortium Member is domiciled.
It is to be noted that a Consortium cannot have more than 2 (two) Consortium
Members (including the Lead Member).
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APPENDIX – XI
DRAFT CONCESSION AGREEMENT
Between
Government of Jharkhand
(Jharkhand Skill Development Mission Society)
And
………….
(Name of the Concessionaire)
To Establish, Operate and Maintain Mega Skill Training
Centre on PPP mode
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Draft Concession Agreement
THIS AGREEMENT is entered into on this the [insert date] day of [insert month], 2016
BETWEEN
I. The Government of Jharkhand represented by Jharkhand Skill Development Mission
Society (State/ DHS/ Municipal Corporation) and having its principal office at
________________ (hereinafter referred to as the “Authority” which
expression shall, unless repugnant to the context or meaning thereof, include its
administrators, successors and assignees) of the FISRT PART;
AND
II. {____________, a company incorporated under the Companies Act
1956/Companies Act 2013, having its Registered office at [_______], (hereinafter
referred to as the “Concessionaire” which expression shall, unless repugnant to
the context or meaning thereof, be deemed to include its affiliates, successors,
permitted assignees and substitutes) of the SECOND PART.}
AND
III. {____________, a company/society/charitable trust incorporated under the
Companies Act 1956/Companies Act 2013/Societies Registration Act 1860/Public
Trust Act duly registered with the Registrar of Companies/Registrar of Societies,
having its Registered office at [_______], (hereinafter referred to as the
“Preferred Bidder”) which expression shall, unless repugnant to the context or
meaning thereof, be deemed to include its affiliates, successors, permitted assignees
and substitutes) of the THIRD PART.}
OR
{A consortium comprised of (a)____________, a company/society/charitable
trust incorporated under the Companies Act 1956/Companies Act 2013/Societies
Registration Act 1860/Public Trust Act, having its Registered office at [_______],
(include its affiliates, successors, permitted assignees and substitutes);
(b)____________, a company/society/charitable trust incorporated under the
Companies Act 1956/Companies Act 2013/Societies Registration Act 1860/Public
Trust Act, having its Registered office at [_______],(hereinafter referred to as the
“Preferred Bidder” which expression shall, unless repugnant to the context or
meaning thereof, be deemed to include its affiliates, successors, permitted assignees
and substitutes) of the THIRD PART.}
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Each party individually shall be termed as “Party” and in combination shall be termed as
“Parties”.
WHEREAS:
1. DEFINITIONS
“Affected Party” shall have the meaning set forth under Clause20.1 of Agreement;
“Agreement” shall have the meaning set forth under Clause2.3 of Agreement;
“Annual Plan” Shall have the meaning set forth under Clause Error! Reference
ource not found. of this Agreement;
“Applicable Laws” means any one or more of the following:
(b) Any applicable statute, proclamation or order, or any delegated or
subordinate legislation, regulation, rule, notice, treaty, directive, judgement
or order having force of law in India, and any interpretation of any of them by
any court or government agency; and
(c) any applicable guidance, direction or determination with which the Authority
and/or the Concessionaire is bound to comply, to the extent that it is
published and publicly available or the existence or contents of them have
been notified to the Concessionaire by the Authority, in each case in force in
India and this definition shall apply to existing and future laws;
“Associate” shall have the meaning in relation to the Bidder/ Preferred Bidder/
Concessionaire, a person who controls, is controlled by or is under the common
control with such Bidder/ Preferred Bidder/Concessionaire. As used in this
definition, the expression “control means, with respect to a person which is a
company or corporation, the ownership directly or indirectly, of more than 50
percent of the voting shares of such person and with respect to a person which is not
a company or corporation the power to direct the management and policy of such
person by operation of law”
“Authority” shall have the meaning set forth under recital I above;
“Authority’s Default” shall have the meaning set forth under Clause 25.2.1of
Agreement;
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“Book Value”2 means the aggregate written down value as on the date of issue of
the Termination Notice in the books of the Concessionaire of the Project Assets,
which in the reasonable judgement of an Expert are capable of being put to
use/utilized by the Authority, in accordance with Indian Accounting Standards and
is estimated in accordance with the guideline attached under Schedule VII of the
Agreement;
“Commercial Operation Date (COD)”3shall have the meaning set forth under
ClauseError! Reference source not found. of Agreement;
“Concession” shall have the meaning set forth under Clause4.1 of Agreement;
“Concessionaire” shall have the meaning set forth under recital II above;
“Concessionaire’s Assets” shall have the meaning set forth under clause 22.1 of
Agreement;
“Concessionaire’s Default” shall have the meaning set forth under Clause26.2 of
Agreement;
“Concession Period” shall have the meaning set forth under Clause2.3 of
Agreement;
“Conditions Precedent” shall have the meaning set forth under Clause5 of
Agreement;
“Construction Period”4shall have the meaning set forth under ClauseError!
eference source not found. of Agreement;
“Cure Period” shall have the meaning set forth under Clause26.1 of Agreement
“Effective Date” shall have the meaning set forth under Clause5.3 of Agreement;
2Applicable in case land or building is provided 3Applicable in case land or building is provided 4Applicable in case land is provided. In case building is provided, “Construction” shall be replace with “Refurbishment”
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“Encumbrances” means, in relation to the Mega Skill Training Centre and Facilities,
any encumbrances such as mortgage, charge, pledge, lien, hypothecation, security
interest, assignment, privilege or priority of any kind having the effect of security or
other such obligations, and shall include any designation of loss payees or
beneficiaries or any similar arrangement under any insurance policy pertaining to the
Mega Skill Training Centre, where applicable herein;
“Expert” means any person, body or organization of repute with recognized
technical/ professional expertise in respect of the field, matter or subject relevant for
the purpose of this Agreement.
“Facilities” shall have the meaning set forth under Clause 2.3 of Agreement;
“Focus Sectors” shall have the meaning set forth under Clause3.1.4 of Agreement;
“Force Majeure” shall have the meaning set forth under Clause20.1 of Agreement;
“Force Majeure Cost” shall have the meaning set forth under Clause20.8 of
Agreement;
“Force Majeure Event” shall have the meaning set forth under Clause20.1 of
Agreement;
“Functions” shall have the meaning set forth under Clause2.6 of Agreement;
“Good Industry Practice” means the practices, methods, techniques, designs,
standards, skills, diligence, efficiency, reliability and prudence which are generally
and reasonably expected from a reasonably skilled and experienced operator engaged
in the same type of undertaking as envisaged under this Agreement and which would
be expected to result in the performance of its obligations by the Concessionaire in
accordance with this Agreement, Applicable Laws in reliable, safe, economical and
efficient manner;
“Governing Committee” shall have the meaning set forth under Clause 9.1 of this
Agreement;
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“Independent Panel” shall have the meaning set forth under Clause18.1 of
Agreement;
“Inspection Report”5shall have the meaning set forth under Clause17.1.2 of
Agreement;
“Insurance Cover” shall have the meaning set forth under clause 22.1 of
Agreement;
“Key Performance Indicators” shall have the meaning set forth under
Clause16.12.6 of Agreement;
“List of Inventories”6shall have the meaning set forth under Clause5.1 (ii) of
Agreement;
“Material Adverse Effect” means a material adverse effect of any act or event on
the ability of either Party to perform any of its obligations under and in accordance
with the provisions of this Agreement and which act or event causes a material
financial burden or loss to either Party;
Mega Skill Training Centre” shall have the meaning set forth under Clause2.1 of
Agreement;
“O&M Inspection Report” shall have the meaning set forth under Clause17.2.5 of
Agreement;
“Operation Period” means period starting from Commercial Operation Date till
expiry of Concession Period or Termination as the case may be;
“Operation & Maintenance Manual” shall have the meaning set forth under
Clause13.1 of Agreement;
5Applicable in case land or building is provided 6Applicable in case building is provided
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“Performance Guarantee”7 shall have the meaning set forth under Clause10.1 of
Agreement;
“Performance Security” shall have the meaning set forth under Clause11.1 of
Agreement;
“Preferred Bidder” shall have the meaning set forth under the recital II of this
Agreement;
“Process Manual” means the manual containing the operational guidelines for the
Mega Skill Training Centre issued by Authority and attached under Schedule VI of
this Agreement and shall also include any amendment to this as and when issued;
“Project” shall have the meaning set forth under Clause 2.1 of Agreement;
“Project Assets” means all physical and other assets (movable and immovable)
relating to and forming part of the Mega Skill Training Centre.
“RFP” shall mean Request for Proposal as set forth under Clause 2.2 of this
Agreement;
“Scheduled Completion Date”8shall have the meaning set forth under
ClauseError! Reference source not found. of Agreement;
“Scope of Project” shall have the meaning set forth under Clause3.1 of Agreement;
“Termination Notice” shall have the meaning set forth under Clause26.1 of
Agreement;
“Total Project Cost”9 means the project cost of the Mega Skill Training Centre, as
set forth in the approved DPR;
“Termination” shall have the meaning set forth under Clause26.2 of Agreement;
“Training Fee” shall have the meaning set forth under Clause 14.1 of Agreement;
2. BACKGROUND
2.1 The Authority, with a view to foster skilling initiatives in the State, intends to
establish mega skill training centre at the location specified under Clause 3.1.4 of this
7Applicable in case land or building is provided 8Applicable in case land or building is provided 9Applicable in case land or building is provided
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Agreement(the “Mega Skill Training Centre”) and consider it desirable to hand
over the functions and responsibilities of establishing10 and operating the Mega Skill
Training Centre to the Concessionaire who would be allowed to construct11, operate,
maintain the Mega Skill Training Centre in accordance with the terms and conditions
laid down in this Agreement (the “Project”).
2.2 The Authority had for this purpose invited bids from eligible bidders vide Request for
Proposal no. _________dated __________ (the “RFP”).The Preferred Bidder
having submitted its bid dated __________in response to the tender enquiry and
having been found technically qualified as per the conditions in the bid documents,
has been awarded the concession by the Authority in respect of Mega Skill Training
Centre. A Letter of Award (LOA) was issued by the Authority to the Preferred Bidder
vide letter no. _______ dated _______.The Preferred Bidder has submitted an
acknowledgement to the LOA issued providing their consent to enter into an
agreement.
2.3 The Preferred Bidder has since promoted and incorporated the Concessionaire as a
company under the Companies Act 2013 which shall undertake and perform the
obligations under this Agreement and exercise the rights of the Preferred Bidder
under LOA including the obligations to enter into this Agreement pursuant to the
LOA for implementing the Project.
2.4 The Authority has accordingly agreed to enter into this concession agreement (the
“Agreement/Concession Agreement”) with the Concessionaire to hand over the
right to use of _____ (land/building infrastructure)12owned by the Authority at
_________13(the “Facilities”)to establish14, equip, operate and maintain Mega
Skill Training Centre for a period of five years from the Effective Date (the
“Concession Period”).The Concession Period shall be renewed for an additional
period of five (5) years at the discretion of Authority subject to:
iii. the Concessionaire continuing to meet the eligibility and qualifications criteria as
per the RFP; and
iv. the satisfactory performance of the Concessionaire as per the terms of this
Agreement;
2.5 Both the Authority and the Concessionaire hereby willingly enter into this agreement
and agree to abide by all obligations enjoined on them by this Agreement.
10In case land is allotted. If building is allotted, then this will be replaced with “refurbish”. If land and building is not provided by Authority, additional term “procuring required land” to be added before “establishing”. 11In case land is allotted. If building is allotted, then this will be replaced with “refurbish”. If land and building is not provided by Authority, additional term “procuring required land” to be added before “establishing”. 12 To be added as the case may be. In case land, area of the land to be added. In case building, built up area need to be mentioned. In case land and building is not provided, this shall be deleted 13Location of land/building to be mentioned. In case land and building is not provided, this shall be deleted 14In case land is allotted. If building is allotted, then this will be replaced with “refurbish”. If land and building is not provided by Authority, additional term “procuring required land” to be added before “establishing”.
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2.6 The term “Functions” would mean construction15, operation & maintenance of
Mega Skill Training Centre and undertake all required activities for training service
delivery including but not limited to mobilisation, batch management, training
delivery, assessment and certification, placement, post placement support & track
etc. as detailed under Schedule I.
2.7 This Concession Agreement would in its scope and meaning would also be treated as
a concession contract. A concession contract is a contract between the Authority and
the Concessionaire that sets forth the terms and conditions for performing the
Functions.
3. SCOPE OF PROJECT
3.1 The “Scope of Project” shall mean as detailed under Schedule I and include, during
the Concession period:
3.1.1 The Concessionaire shall construct16 all necessary infrastructure for the Mega
Skill Training Centre with capacity to train and certify a minimum of
__________17 trainees in a year. The minimum facilities that are required to be
constructed shall include classrooms, workshops, hostel facilities, library,
computer lab and toilets. The minimum build up area of the Mega Skill Centre
shall be __________18
3.1.2 The Concessionaire shall achieve the Key Performance Indicators as specified
under Clause 16 of the Agreement. Operate, manage & maintain the Mega Skill
Training Centre for providing training in accordance with the provision of this
Agreement, the Process Manual and Operation & Maintenance Manual.
3.1.3 Carry out all required activities for training service delivery including but not
limited to mobilisation, batch management, training delivery, assessment and
certification, placement etc.
3.1.4 The location and sectors in which the courses to be delivered (the “Focus
Sectors”) for the Mega Skill Training Centre is as below:
Name of the District Location within the
District
Focus Sector(s)
15In case land is allotted. If building is allotted, then this will be replaced with “refurbish”. If land and building is not provided by Authority, additional term “procuring required land” to be added before “construction”. 16Applicable in case land is provided. In case building is provided, the term “construct” will be replaced with “refurbish and provide” 17Need to be agreed and incorporated prior to execution of the Agreement. Number of trainees has to be equal or greater than 3000 trainees 18Need to be agreed and incorporated prior to execution of the Agreement. The minimum built up area has to be equal or greater than 15000 square feet.
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3.2 Authority shall handover the right to use the Facilities to the Concessionaire for
performing the Functions as per the provisions of this Agreement19.
3.3 The Concessionaire will have right to use the Facilities and operate, maintain and
ensure that the Mega Skill Training Centre is/are run in accordance with the
provisions of this Agreement and good industry practices.20
Both Parties agree that no money would be collected from the trainees for any
training service provided in the Mega Skill Training Centre. Authority shall provide
the Training Fee21to the Concessionaire as per the Common Norms notified on 15th
July 2015 by the Ministry of Skill Development and Entrepreneurship, as amended
from time to time. The relevant extracts of Common Norms notified on 15th July 2015
is provided under Schedule II.
Authority shall pay a mobilization payment of 10% of the total Training Fee payable
over the Concession Period estimated based on the minimum total number of
trainees to be certified over the Concession Period (the “Mobilization Advance”)
within 180 days of signing of Concession Agreement upon submission of a bank
guarantee of equivalent amount by the Concessionaire. For those Selected Bidders
which are registered under Section 25 of The Companies Act, 1956 or Section 8 under
the Companies Act, 2013 as Not for Profit Company, Promoter guarantee can be
provided instead of the Bank Guarantee. Further the equipment and machineries
purchased by the aforesaid company will be hypothecated in favour of JSDMS till the
mobilization advance is adjusted against the payment made. This will be adjusted
with the Training Fee payable to the Concessionaire over the Concession Period @
2% of Training Fee each year till expiry of 5th year of Concession Period. This
adjustment will be done with the 1st instalment of Training Fee every year. The bank
guarantee submitted by the Concessionaire shall be returned after adjustment of
Mobilization Advance.
The submission of bank guarantee of equivalent amount of Mobilization Advance
will not be required in case the Concessionaire/Preferred Bidder or its Associate is
setting up or operating an industrial unit in the state of Jharkhand with an
investment of INR 500 Cr or more. In such case following documents will be
required to be submitted by the Concessionaire as a precondition for payment of
Mobilization Advance by the Authority:
Copy of MOU / Agreement with Department / Agency of Government of Jharkhand for setting up the industrial unit in the state of Jharkhand.
19In case land and building is not provided, this sentence need to be changed appropriately 20In case land and building is not provided, this sentence need to be changed appropriately 21In case building infrastructure is offered by the Authority, Training Fee payable to the Concessionaire shall be reduced by 15% and 10% for urban and rural areas respectively.
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Letter of assurance from the Bank towards the repayment of the mobilization advance in duly manner and as per the terms and conditions stated in the Agreement.
3.4 Based on the modifications on the national guidelines and state priorities, Authority
shall have the right to modify the Scope of Project in accordance to the same.
4. GRANT OF CONCESSION
4.1 Subject to and in accordance with the provisions of this Agreement, the Applicable
Laws and the Applicable Permits, the Authority hereby grants to the Concessionaire
the concession set forth herein including the right to use the Facilities22 to perform
Functions specified under Clause2.6during the Concession Period subject to and in
accordance with the provisions of this Agreement (the “Concession”) Provided that
in the event the Concessionaire shall have discharged its obligations without any
material breach thereof during the Concession Period, it may by notice to be given no
later than the expiry of Concession Period, seek extension of the Concession Period,
and in such an event, it shall be entitled to an additional Concession Period of 5 (five)
years subject to satisfaction of conditions mentioned under Clause 2.3 (iii) and (iv) of
this Agreement.
4.2 Subject to and in accordance with the provisions of this Agreement, the Concession
hereby granted shall oblige or entitle (as the case maybe) the Concessionaire:
4.2.1 The right to use the Facilities owned by Authority for the purpose of and to the
extent conferred by the provisions of this Agreement;23
4.2.2 Carry out all Functions as specified under Clause2.6 of this Agreement;
4.2.3 Perform and fulfil all of the Concessionaire’s obligations under and in accordance
with this Agreement;
4.2.4 Bear and pay all costs, expenses and charges in connection with or incidental to
the performance of the obligations of the Concessionaire under this Agreement;
4.2.5 Neither assign, transfer or sublet or create any lien or Encumbrance on this
Agreement, or the Concession hereby granted or on the whole or any part of the
Facilities nor transfer, lease or part possession thereof24, save and except as
expressly permitted by this Agreement;
22In case land and building is not provided “right to use Facilities” will be deleted 23In case land and building is not provided, this sentence will be deleted 24In case land and building is not provided, “on the whole or any part of the Facilities nor transfer, lease or part possession thereof” will be deleted
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4.2.6 Commit that the Facilities provided shall be used only for the purpose under this
Agreement25
5. CONDITIONS PRECEDENT
The respective rights and obligations of the Parties under this Agreement shall be
subject to the satisfaction in full of the conditions precedent specified in this Clause
4 (the “Conditions Precedent”).
5.1 The Conditions Precedent required to be satisfied by the Authority shall be deemed
to have been fulfilled when the Authority shall have:
i. Handed over the right to use the Facilities for performing Functions and
obligations as per provisions of this Agreement free from encumbrances.26
ii. Undertaken joint inspection with the Concessionaire within 15 calendar days
from the date of signing of the Agreement and prepare a list of inventories for
handing over which will include buildings, and any other movable and immovable
assets (the “List of Inventories”)27.
iii. Signed the List of Inventories (through its authorised representative/ Nodal
Officer)28.
iv. Constituted the Independent Panel as per the method attached under Schedule V
of this Agreement, for monitoring during construction29 and operation period of
Mega Skill Training Centre.
v. Constituted the Governing Committee as per the provisions under Clause 9 of this
Agreement.
vi. Paid the Mobilization Advance to the Concessionaire.
5.2 The Conditions Precedent required to be satisfied by the Concessionaire shall be
deemed to have been fulfilled when the Concessionaire shall have:
i. Undertaken joint inspection with Authority within 15 calendar days from the date
of signing of the Agreement for finalizing the List of Inventories. The authorized
representative of Concessionaire shall sign the List of Inventories.30
ii. Communicated the details and contact number, email of authorized
representatives who will be the point of contact for the Authority.
25In case land and building is not provided, this sentence will be deleted 26In case land and building is not provided, this sentence will be deleted 27Applicable only in case building is provided. In case land and building is not provided, this sentence will be deleted 28Applicable only in case building is provided 29In case land is allotted. If building is allotted, then this will be replaced with “refurbish”. If land and building is not provided by Authority, this term will be deleted 30Applicable only in case building is provided. In case land and building is not provided, this sentence will be deleted
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iii. Provided the details of bank account for payment of Training Fee as per the terms
of Clause 14 of the Agreement.
iv. Provided Detailed Project Report (DPR) with detailed designs and project cost to
be submitted within 60 days of signing of Agreement31
vii. Procured all necessary approvals/permits required for performing Functions as
per the provision of this Agreement.
v. Executed financing agreements (if any) required for construction and equipping
the Mega Skill Training Centre under this Agreement32
vi. Submitted the bank guarantee equivalent to the amount of Mobilization Advance.
5.3 The Authority and the Concessionaire shall have to satisfy their respective Conditions
Precedent within 180 (one hundred and eighty) days from the date of signing of
Agreement (the “Effective Date”).
In the event that (i) the Authority does not procure fulfilment of any or all of the
Conditions Precedent set forth in clause 5.1 within a period of 180 (one hundred and
eighty) days from the date of this Agreement, and (ii) the delay has not occurred as a
result of breach of this Agreement by the Concessionaire or due to Force Majeure, the
Authority, unless an extension 0f period for fulfilment of Condition Precedent is not
mutually agreed among the Parties, the Concessionaire shall have the right to
Terminate the Agreement as per the provisions under Clause 26 of the Concession
In the event that (i) the Concessionaire does not procure fulfilment of any or all of the
Conditions Precedent set forth in Clause 4.1.3 within period of 180 (one hundred and
eighty) days from the date of this Agreement, and (ii) the delay has not occurred as a
result of breach of this Agreement by the Concessionaire or due to Force Majeure, the
Concessionaire, unless an extension 0f period for fulfilment of Condition Precedent
is not mutually agreed among the Parties, the Authority shall have the right to
Terminate the Agreement as per the provisions under Clause 26 of the Concession
6. OBLIGATIONS OF THE CONCESIONNAIRE
6.1 The services to be provided by the Concessionaire are broadly categorised as below:
(i) The Concessionaire shall perform the Scope of Project mentioned under
Clause 3 of this Agreement in accordance with the provisions of this
Agreement.
31Applicable in case land is provided. In case land and building is not provided, this sentence will be deleted 32Applicable in case land is provided. In case land and building is not provided, this sentence will be deleted
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(ii) For the Renovation/ Construction33 of the facility/ies, The Concessionaire
shall construct all necessary infrastructure34 for the Mega Skill Training
Centre with capacity to train and certify a minimum of __________35
trainees in a year in the __________ sector. The minimum facilities that are
required to be constructed shall include classrooms, workshops, hostel
facilities, library and toilets. The size of the facilities shall be adequate to cater
to an annual capacity to train and certify a minimum of ________36 trainees.
(iii) No Franchisee arrangements for training or sub-letting of facility/ies to any
agency/individual is allowed in any form
(iv) Trainee mobilisation shall be undertaken at Concessionaire’s own cost and
subsequently, linkage of registration of trainees to their Aadhaar identity,
which the Concessionaire is expected to facilitate before trainee registration
(v) Mobilisation should be accompanied by counselling wherein the
Concessionaire is expected to provide candidates all possible information on
the nature of work in the sector/trade, availability of jobs, potential pay and
entitlements, growth prospects and risks involved, with the aim of helping
candidates and their families make informed choices
(vi) Each batch shall comprise of a minimum of 20 students and a maximum of
30 students. During the course if the number of trainees remains below 20 for
six consecutive days, the batch will be considered terminated and the
Concessionaire shall not be eligible for payment for that batch unless
approved by the Authority. The concessionaire shall capture batch attendance
for trainees using biometric tools.
(vii) Delivery of training courses including curriculum development based on the
National Occupational Standards (NOS) and Qualification Packs (QPs)
developed by Sector Skill Councils established under the National Skill
Development Corporation (NSDC). The training curriculum must include
mandatory modules on soft skills, computer literacy, financial literacy and
entrepreneurship. Adequate practical and on the job training/internship
must be incorporated into the training module where necessary.
(viii) The Concessionaire shall primarily run training programs being funded by the
Authority only. In order to run any other Government Programmes/ CSR
funded training programs/ fee based courses for a particular period the
Concessionaire need to take prior written approval from Authority
33In the case that land is provided instead of building 34Applicable in case land is provided. In case building is provided, 35Need to be agreed and incorporated prior to execution of the Agreement. Number of trainees has to be equal or greater than 3000 trainees 36Need to be agreed and incorporated prior to execution of the Agreement
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(ix) Trainers appointed for delivery of the training must be competent instructors
in possession of requisite knowledge, skills and experience in their domain
and should be duly certified by Sector Skill Council (SSC) or as mandated by
the Authority
(x) Assessment & certification of all the trainees shall be undertaken as per SSC
guidelines or as mandated by the Authority. Additionally the Concessionaire
shall undertake continuous internal assessment in the form of quizzes,
assignments and tests that should be a part of the course curriculum
(xi) Placement of the trainees in jobs that provide wages at least equal to
minimum wages prescribed in the state of Jharkhand) in accordance with the
provisions of Clause 16 of this Agreement.
(xii) Track and report successfully placed candidates for a period of 12 months
(xiii) Maintain all records including but not limited to those pertaining to
attendance, class progress, assessment, certification, and training outcome
both manually (hard copies submitted to the Authority) as well as uploaded
on HUNAR or any other MIS system as mandated.
6.2 Change in Ownership
(i) The Concessionaire shall not undertake or permitted to undertake any
Change in Ownership, or any person owning, directly or indirectly,
beneficially or otherwise, any of the shares or units or any other ownership
interest in the Concessionaire or any such person, except with the prior
written approval of the Authority, which shall not be unreasonably withheld
or delayed.
(ii) No Change in Ownership of the Concessionaire, or any person owning,
directly or indirectly, beneficially or otherwise, any of the shares or units of or
any other ownership interest in the Concessionaire or any such person, shall
be permitted:
(a) where the person acquiring the ownership interest is a person whose
standing or activities are inconsistent with the Authority’s role as a
skill training provider, or may compromise the Authority’s reputation
or integrity so as to affect public confidence in that system; or
(b) if such Change in Ownership would have a material adverse effect on
the performance of the Project.
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(iii) For the purposes of this Clause, a Change in Ownership of the Concessionaire
is deemed not to have occurred upon a transfer of any ownership interest in
the Concessionaire by the Initial Shareholders, provided that:
(d) The lead member shall hold, directly or indirectly, at least 26% (twenty
six percent) of the total equity throughout the Concession Period;
(e) {Insert name of the other member of the Consortium} shall hold,
directly or indirectly, at least 26% (twenty six percent) of the total
equity during a period of 3 (three) years following COD and at least
10% (ten percent) of the total Equity thereafter for the remaining
Concession Period.}; OR
(f) {Insert name of the Preferred Bidder} shall hold, directly or indirectly,
at least 51% (fifty one per cent) of the total Equity during a period of 3
(three) years following COD and at least 26% (twenty six percent) of
the total Equity thereafter for the remaining Concession Period.}
6.3 The Concessionaire shall comply with the Key Performance Indicators in
accordance with the provisions under Clause 16 of this Agreement.
6.4 The Concessionaire shall prepare and submit the Annual Plan to the Authority
and Governing Committee in accordance with the provisions under Clause 8 of
this Agreement.
7. OBLIGATIONS OF THE AUTHORITY
In addition to and not in derogation or substitution of any of the obligations, undertakings,
terms and conditions set out elsewhere in this Concession Agreement, the Authority shall,
without qualification, at its own cost and expense observe, undertake, perform and comply
during the Concession Period with the following obligations:
7.1 Identify and provide the right to use of Facility/ies owned by Authority to the
Concessionaire37
7.2 Make timely payment of the Training Fee to the Concessionaire.
7.3 Provide timely approval to the Concessionaire for batch commencement
7.4 The Authority shall monitor the performance of the Concessionaire as per the
provisions of the Concession Agreement.
8. ANNUAL PLAN
8.1 The Concessionaire shall be required to prepare an annual plan including the strategy
and activities to be performed in order to achieve the Key Performance Indicators
under this Agreement (the “Annual Plan”). The Annual Plan for the 1st year of
Operation Period shall be submitted within 15 days from the Commercial Operation
37In case land and building is not provided, this sentence need to be changed appropriately
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Date. From 2nd year of Operation Period onwards, the Annual Plan shall be submitted
every year to the Governing Committee on or before 15th April of every year during
the Concession Period.
8.2 Upon submission of the Annual Plan, the Governing Committee shall review the
Annual Plan and provide its comments/observations if any or accord approval to the
Annual Plan as the case may be within 7 days from the date of submission of the
Annual Plan by the Concessionaire. After receiving the comments/observations if any
from the Governing Body, the Concessionaire shall need to submit the revised Annual
Plan to the Governing Committee within 7 days from date of receipt of
communication from the Governing Committee. In case no communication received
from the Governing Committee within 7 days from the date of submission of the
Annual Plan by the Concessionaire, the Annual Plan is deemed to be approved.
8.3 The Governing Committee shall be required to approve the revised Annual Plan
within 7 days from the date of submission of the revised Annual Plan by the
Concessionaire. In case no communication received from the Governing Committee
within 7 days from the date of submission of the revised Annual Plan by the
Concessionaire, the Annual Plan is deemed to be approved. In case Authority has any
comments/observations on the revised Annual Plan submitted by the
Concessionaire, the process specified under clause 8.2 and 8.3 shall be repeated.
8.4 Approval of Annual Plan shall be a pre-condition for commencement of batch.
9. FORMATION OF GOVERNING COMMITTEE
9.1 Authority shall no later than Effective Date, form a governing committee comprising
of representative of the Authority, representative of SSC, representative of ministry,
industry experts for the Mega Skill Training Centre (the “Governing Committee”).
9.2 The Governing Committee shall be responsible to review the Annual Plan submitted
by the Concessionaire in accordance with the provisions under clause 8, monitor
achievement of KPIs, review the monthly, quarterly and annual reports of
Concessionaire, reports of Independent Panel and discuss & resolve any issues
related to the Mega Skill Training Centre as and when arise. The Governing
Committee shall also take decision on actions to be taken for non-compliance of
obligations including non-achievement of KPIs under this Agreement by the
Concessionaire.
9.3 The Governing Committee shall meet quarterly once during the Concession Period.
9.4 The remuneration, cost and expenses of the Governing Committee shall be borne by
the Authority.
10. PERFORMANCE GUARANTEE38
38This will be applicable in case land and building is provided
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10.1 The Concessionaire shall, for the performance of its obligations hereunder during the
Construction Period, provide to the Authority no later than Effective Date provide,
an irrevocable and unconditional guarantee in the form set forth in Schedule-III from
a scheduled/nationalized bank for a sum equivalent to 5% (five percentage) of the
Total Project Cost (the “Performance Guarantee”). Until such time the
Performance Guarantee is provided by the Concessionaire pursuant hereto and the
same comes into effect, the Bid Security shall remain in force and effect, and upon
such provision of the Performance Guarantee pursuant hereto, the Authority shall
release the Bid Security to the Concessionaire.
10.2 Notwithstanding anything to the contrary contained in this Agreement, in the event
Performance Guarantee is not provided by the Concessionaire within a period of 180
(one hundred and eighty) days from the date of this Agreement, the Authority may
encash the Bid Security and appropriate the proceeds thereof as Damages, and
thereupon all rights, privileges, claims and entitlements of the Concessionaire under
or arising out of this Agreement shall be deemed to have been waived by, and to have
ceased with the concurrence of the Concessionaire, and this Agreement shall be
deemed to have been terminated by mutual agreement of the Parties.
10.3 Upon occurrence of a Concessionaire Default or failure to meet any Condition
Precedent, the Authority shall, without prejudice to its other rights and remedies
hereunder or in law, be entitled to encash and appropriate the relevant amounts from
the Performance Guarantee as Damages for such Concessionaire Default or failure to
meet any Condition Precedent. Upon such encashment and appropriation from the
Performance Guarantee, the Concessionaire shall, within 15 (fifteen) days thereof,
replenish, in case of partial appropriation, to its original level the Performance
Guarantee, and in case of appropriation of the entire Performance Guarantee provide
a fresh Performance Guarantee, as the case may be, and the Concessionaire shall,
within the time so granted, replenish or furnish fresh Performance Guarantee as
aforesaid failing which the Authority shall be entitled to terminate this Agreement in
accordance with Clause 26 of this Agreement. Upon replenishment or furnishing of a
fresh Performance Guarantee, as the case may be, as aforesaid, the Concessionaire
shall be entitled to an additional Cure Period of 90 (ninety) days for remedying the
Concessionaire Default or to meet any Condition Precedent, and in the event of the
Concessionaire not curing its default or meeting such Condition Precedent within
such Cure Period, the Authority shall be entitled to encash and appropriate such
Performance Guarantee as Damages, and to terminate this Agreement in accordance
with Clause 26 of this Agreement.
11. PERFORMANCE SECURITY
11.1 The Concessionaire shall, for the performance of its obligations hereunder during the
Operation Period, provide to the Authority no later than commencement of
commercial operation of Mega Skill Training Centre, an irrevocable and
unconditional guarantee from a scheduled /nationalized bank for a sum of
________________39 in the form set forth in Schedule-IV (the “Performance
Security”).
39Equivalent to 5% of 1st year Training Fee
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11.2 Performance Security shall be a rolled over bank guarantee with additional amount
to make it equivalent to 5% of the Training Fee of respective year during the
Concession Period.
11.3 Notwithstanding anything to the contrary contained in this Agreement, in the event
Performance Securities not provided by the Concessionaire within the stipulated
period, the Authority may encash the Bid Security as the case may be and appropriate
the proceeds thereof as Damages, and thereupon all rights, privileges, claims and
entitlements of the Concessionaire under or arising out of this Agreement shall be
deemed to have been waived by, and to have ceased with the concurrence of the
Concessionaire, and this Agreement shall be deemed to have been terminated by
mutual agreement of the Parties.
11.4 Upon occurrence of a Concessionaire Default, the Authority shall, without prejudice
to its other rights and remedies hereunder or in law, be entitled to encash and
appropriate the relevant amounts from the Performance Security as Damages for
such Concessionaire Default. Upon such encashment and appropriation from the
Performance Security, the Concessionaire shall, within 15 (fifteen) days thereof,
replenish, in case of partial appropriation, to its original level the Performance
Security, and in case of appropriation of the entire Performance Security provide a
fresh Performance Security, as the case may be, and the Concessionaire shall, within
the time so granted, replenish or furnish fresh Performance Security as aforesaid
failing which the Authority shall be entitled to terminate this Agreement in
accordance with Clause 26 of this Agreement. Upon replenishment or furnishing of a
fresh Performance Security, as the case may be, as aforesaid, the Concessionaire shall
be entitled to an additional Cure Period of 90 (ninety) days for remedying the
Concessionaire Default, and in the event of the Concessionaire not curing its default
within such Cure Period, the Authority shall be entitled to encash and appropriate
such Performance Security as Damages, and to terminate this Agreement in
accordance with Clause 26 of this Agreement.
11.5 The Performance Security shall remain in force and effect for the entire period of the
Concession period and shall be released within 30 (thirty) days of expiry of the
Concession Period or Termination, whichever is earlier, in accordance with this
Agreement.
12. IMPLEMENTATION
12.1 Detailed Project Report (DPR)40
12.1.1 The Concessionaire will submit to the Independent Panel a Detailed Project
Report (DPR) with detailed designs and project cost within90 days of signing of
the Agreement. This shall include detailed construction design, construction
methodology41, quality assurance procedures, construction time schedule and
total project cost for completion of the Project in accordance with the Project
Completion Schedule.
40Applicable in case land is provided 41In case land is being provided by the concessionaire
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12.1.2 By submitting the DPR for review to the Independent Panel, the Concessionaire
shall be deemed to have represented that it has determined and verified that the
details in the DPR are in in accordance with this Agreement;
12.1.3 Within 30 (thirty) days of the receipt of the DPR, the Independent Panel shall
review the same and convey its observations to the Concessionaire with particular
reference to their conformity or otherwise with the applicable provisions of this
Agreement. The Concessionaire shall not be obliged to await the observations of
the Independent Panel on the DPR submitted pursuant hereto beyond the said
30 (thirty) days period and may begin or continue Construction Works at its own
discretion and risk;
12.1.4 If the aforesaid observations of the Independent Panel indicate that the DPR are
not in conformity with the applicable provisions of this Agreement, such DPR
shall be revised by the Concessionaire and resubmitted to the Independent Panel
for review. The Independent Panel shall give its observations, if any, within 15
(fifteen) days of receipt of the revised DPR;
12.1.5 No review and/or observation of the Independent Panel and/or its failure to
review and/or convey its observations on any DPR shall relieve the
Concessionaire of its obligations and liabilities under this Agreement in any
manner nor shall the Independent Panel or the Authority be liable for the same
in any manner;
12.1.6 Without prejudice to the foregoing provisions of this Clause 12.1.6, the
Concessionaire shall no later than the Effective Date submit to the Authority for
review and comments, its DPR, and the Authority shall have the right but not the
obligation to undertake such review and provide its comments, if any, within 30
(thirty) days of the receipt of such DPR.
12.1.7 The Concessionaire shall not be entitled to any extension of time for developing
the Project or any other relief on account of delay caused due to providing any
clarification or in resubmitting the revised master plan.
12.1.8 The Concessionaire shall in no way represent to any person that, as a result of any
review by the Authority and/or the Independent Panel, the Authority have
accepted responsibility for the technical or soundness of any work relating to the
Project or part thereof carried out by the Concessionaire and the Concessionaire
shall, in accordance with the provisions of this Agreement, be solely responsible
for the technical feasibility, operational capability and reliability of the Project or
any part thereof.
12.2 Project Implementation42
42Applicable in case land is provided. In case building is provided, then this Clause shall suitably be modified with respect to refurbishment.
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12.2.1 On or after the Effective Date, the Concessionaire shall undertake construction43
and development of the Project in accordance with the provisions of this
Agreement.
12.2.2 The Concessionaire shall construct the Project and shall commence the
commercial operation (the “Commercial Operation Date (COD)”) on or
before 18 months44 from the Effective Date (the “Construction
Period/Scheduled Completion Date”) In the event that the Concessionaire
fails to achieve COD within a period of 90 (ninety) days from the date set forth
for the Scheduled Completion Date, unless such failure has occurred due to Force
Majeure or for reasons solely attributable to the Authority and unless an
extension of period for completion of Project has not been agreed among the
Parties, the Authority shall have the right to Terminate the Agreement on account
of Concessionaire Default as per the provisions under Clause 26 of the Concession
Agreement.
12.2.3 In the event that the Project is not completed within 180 (one hundred and
eighty) days from the Scheduled Completion Date, unless the delay is on account
of reasons solely attributable to the Authority or due to Force Majeure and unless
an extension of period for completion of Project has not been agreed among the
Parties, the Authority shall be entitled to terminate this Agreement.
12.2.4 The Project shall be considered to be complete and ready for commencement of
commercial operation upon receipt of completion certificate from Independent
Panel. The Concessionaire shall at least 30 (thirty) days prior to likely completion
of construction of Project, intimate the Independent Panel about the likely date
of completion. Within 15 days of receipt of intimation from the Concessionaire,
the Independent Panel shall inspect the Project and verify the conformity in
accordance with the provisions of this Agreement. Upon completion of
construction works and Independent Panel determining the conformity with
provisions of this Agreement, the Independent Panel shall issue the completion
certificate for the Project to the Concessionaire. The commercial operation of the
Project shall only be commenced upon issue of completion certificate by the
Independent Panel.
13. OPERATIONS & MAINTAINENCE
13.1 No later than 60 (sixty) days prior to the COD of the Mega Skill Training Centre, as
the case may be, the Concessionaire shall, in consultation with the Independent
Panel, evolve an operation and maintenance manual (the “Operation
&Maintenance Manual”) for the Mega Skill Training Centre and shall provide 5
(five) copies thereof to the Authority and 2 (two) copies each to the Independent
Panel. The Maintenance Manual shall be revised and updated every year.
13.2 The Operation &Maintenance Manual shall, in particular, include provisions for
maintenance of Mega Skill Training Centre and shall provide for life cycle
43In case land is allotted. If building is allotted, then this will be replaced with “refurbish”. If land and building are not provided by Authority, additional term “procuring required land” to be added before “establishing”. 44In case land is provided. In case building is provided, the period shall be changed to 9 months.
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maintenance, routine maintenance and reactive maintenance which may be
reasonably necessary for maintenance and repair of the Project Assets, including
replacement thereof, such that its overall condition conforms to Good Industry
Practice.
13.3 The Concessionaire shall ensure safe conditions for the trainees and staff in
accordance with the provisions of this Agreement, Applicable Laws. In the event of
unsafe conditions, structural damages, equipment breakdowns and accidents, it shall
follow the relevant operating procedures and undertake safe removal of obstruction,
debris and dangerous spills and leakages without delay. Such procedures shall
conform to the provisions of this Agreement, Applicable Laws and Applicable
Permits.
13.4 The Concessionaire’s responsibility for rescue operations shall include safe
evacuation of all trainees and staff from the affected area as an initial response to any
particular incident requiring evacuation and shall also include prompt and safe
removal of dangerous spills, leakages, debris or any other obstruction, which may
endanger or interrupt the Services.
13.5 If in the reasonable opinion of the Authority, the Concessionaire is in material breach
of its obligations under this Agreement and, in particular, the Operation &
Maintenance Manual, and such breach is causing or likely to cause material hardship
or danger to the trainees, visitors and staff, the Authority may, without prejudice to
any of its rights under this Agreement including Termination thereof, by notice
require the Concessionaire to take reasonable measures immediately for rectifying or
removing such hardship or danger, as the case may be
13.6 The Concessionaire shall not be considered in breach of its obligations under this
Agreement, on account of any of the following for the duration thereof:
(a) an event of Force Majeure;
(b) measures taken to ensure the safe use of the Mega Skill Training Centre except
when unsafe conditions occurred because of failure of the Concessionaire to
perform its obligations under this Agreement; or
(c) Compliance with a request from the Authority or the directions of any
Government Instrumentality, the effect of which is to close all or any part of the
Mega Skill Training Centre.
14. PAYMENT MECHANISM
14.1 Authority shall during the Concession period, provide the annual training cost (the
“Training Fee”45) to the Concessionaire based on the number of trainees
successfully assessed and certified per year in accordance with the Common Norms
notified on 15thJuly 2015 by the Ministry of Skill Development and Entrepreneurship
45In case building infrastructure is offered by the Authority, Training Fee payable to the Concessionaire shall be reduced by 15% and 10% for urban and rural areas respectively.
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as amended from time to time. The relevant extracts of Common Norms notified on
15th July 2015 and amended as on 20th May 2016 is enclosed under Schedule II.
14.2 Authority shall pay a mobilization payment of 10% of Training Fee (the
“Mobilization Advance”) within 180 days of signing of Concession Agreement
upon submission of a bank guarantee of equivalent amount by the Concessionaire.
For those Selected Bidders which are registered under Section 25 of The Companies
Act, 1956 or Section 8 under the Companies Act, 2013 as Not for Profit Company,
Promoter guarantee can be provided instead of the Bank Guarantee. Further the
equipment and machineries purchased by the aforesaid company will be
hypothecated in favour of JSDMS till the mobilization advance is adjusted against
the payment made. This will be adjusted with the Training Fee payable to the
Concessionaire over the Concession Period @ 2% of Training Fee each year till
expiry of 5th year of Concession Period. This adjustment will be done with the 1st
instalment of Training Fee, as mentioned under Schedule II, every year. The bank
guarantee submitted by the Concessionaire shall be returned after adjustment of
Mobilization Advance.
The submission of bank guarantee of equivalent amount of Mobilization Advance
will not be required in case the Concessionaire/Preferred Bidder or its Associate is
setting up or operating an industrial unit in the state of Jharkhand with an
investment of INR 500 Cr or more. In such case following documents will be
required to be submitted by the
Concessionaire as a precondition for payment of Mobilization Advance by the
Authority:
Copy of MOU / Agreement with Department / Agency of Government of Jharkhand for setting up the industrial unit in the state of Jharkhand.
Letter of assurance from the Bank towards the repayment of the mobilization advance in duly manner and as per the terms and conditions stated in the Agreement.
14.3 There will be adjusted payments for the trainees who drop out post disbursal of the
first instalment. The amount disbursed to the Concessionaire against a dropped or
failed trainees in the first instalment shall be adjusted in the subsequent
instalments. Trainees may enrol second time in the same or different course, but the
pay-out for such trainees shall only be given for a maximum of two courses provided
there is a six-month gap between the certification date of the first course and batch
start date of the subsequent course. Annual reconciliation of pay-outs disbursed
against each trainee certified and placed by the Concessionaire shall be undertaken
before disbursal of the final instalment. Any excessive payment shall be adjusted and
released or recovered from the Concessionaire.
14.4 In the event that the Training Fee provided as per the Common Cost Norms is
insufficient to meet training costs as incurred by the Concessionaire, the
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Concessionaire shall bear the difference in costs incurred. No training fee will be
charged to the trainees.
14.5 The Authority shall make the payment to the Concessionaire within 60 days from
reporting by Concessionaire of achievement of the output parameter as mentioned
under Clause 1.2 of Schedule II. Failure to make the payment within the specified
period, unless such failure is not due to any objection or supplementary information
requested by Authority, Concessionaire’s Default or Force Majeure, shall attract
interest payment @ 1% per month on the outstanding amount payable by the
Authority.
15. INFORMATION AND REPORTING REQUIREMENTS
15.1 The Concessionaire hereby agrees to ensure that information, records and
documentation necessary to monitor the agreement are maintained and are available
at all times to the Authority or its authorised representative and Independent Panel
for inspection during the concession period. The Concessionaire hereby agrees that
it and all its staff shall at all times co-operate with the reasonable processes of the
Authority for monitoring, evaluation and carrying out quality audit and financial
audit by any third party as authorised by the Authority.
15.2 The Concessionaire agrees to maintain all relevant data and records including but not
limited to those pertaining to attendance, class progress, assessment, certification,
and training outcomes. The Concessionaire agrees to maintain records both manually
(hard copies submitted to the Authority as per terms of Agreement) as well as
uploaded on HUNAR, the state’s Skill Management Labor Market Information
System.
15.3 The Concessionaire further agrees to maintain confidentiality of these data and
records and commits that such data and records will not be shared with any third
party for any purpose.
15.4 The Concessionaire agrees to ensure timely and mandatory reporting into the online
MIS –HUNAR.
15.5 The Concessionaire shall submit monthly reports, quarterly reports and annual
reports to Authority and Governing Committee containing details including but not
limited to number of trainees enrolled, number of ongoing batches, number of
trainees under training as on date, number of trainees assessed & certified, number
of trainees places. The reporting formats may be finalized by the Governing
Committee within 1 month of Commercial Operation Date.
16. KEY PERFORMANCE INDICATORS
16.1 Without prejudice to the obligations specified in this Agreement, the Concessionaire
shall operate the Mega Skill Training Centre such that it achieves or exceeds the
performance indicators specified in Clause 16.2 and 16.3 below (the “Key
Performance Indicators”).
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16.2 The Concessionaire shall ensure that, at all times from 3rd year of Operation Period
onwards till the expiry of Concession Period_______46(number of trainees) trainees
are assessed and certified annually. In 1st year of Operation Period,
________47(number of trainees) should be assessed and certified. In 2nd year of
Operation Period, ________48(number of trainees) should be assessed and
certified.
16.3 The Concessionaire shall at all times ensure successful employment (both wage and
self) on an annual basis of at least 70% of certified trainees within three months of
completion of training, with at least 50% of the trainees passing out being placed in
wage employment or as notified in the Common Cost Norms
(a) In case of wage employment, trainees should be placed in jobs that provide wages at
least equal to minimum wages prescribed in the state of Jharkhand (currently ~Rs
9000 per month for contractual skilled labour) and such trainees should continue to
be in jobs for a minimum period of three months from the date of placement in the
same or a higher level with the same or any other employer.
(b) In case of self-employment, trainees should have been employed gainfully in
livelihood enhancement occupations which are evidenced in terms of newly acquired
trade license, or setting up of an enterprise or becoming a member of a producer
group, or proof of additional earnings (bank statement) or any other suitable and
verifiable document.
16.4 In case, the Concessionaire meets over 70% of each of the annual targets specified
under Clause 16.2 and 16.3, then the remaining target shall be carried forward to the
next year except in the case of last year of Concession Period. In case annual
achievement is below 70% of annual target and over 50% of the annual target, there
will be penalty of 2.5 % of Performance Security payable by the Concessionaire to the
Authority. In case annual achievement is below 50% of the annual target, penalty
would be 5% of Performance Security. In case annual achievement is below 50% for
a continuous period of 3 years, it will trigger termination on account of concessionaire
default in accordance with the provisions of Clause 25 of this Agreement. In case of
last year of Concession Period, the Concessionaire need to achieve 100% of the annual
target, failing which there will be no payment with respect to the corresponding
milestone.
16.5 The penalty if any payable as per the provisions of Clause 25 shall be paid by the
Concessionaire within 30 days of claim by the Authority, failing which Authority can
appropriate the amount from the Performance Security and in such case the
Concessionaire shall be required to relinquish the Performance Security amount as
per the provisions of Clause 11.4 of this Agreement.
46100% of the annual capacity to assess and certify 4760% of the annual capacity to assess and certify 4880% of the annual capacity to assess and certify
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17. PERFORMANCE MONITORING
17.1 Performance Monitoring during the construction period49
17.1.1 During the Construction Period, the Concessionaire shall, no later than 7 (seven)
days after the close of each quarter, furnish to the Authority and the Independent
Panel a quarterly report on progress of the construction works and shall promptly
give such other relevant information as may be required by the Authority or the
Independent Panel.
17.1.2 During the Construction Period, the Independent Panel shall inspect the
Facility/ies at least once a quarter and make a report of such inspection (the
“Inspection Report”) stating in reasonable detail the defects or deficiencies, if
any, with particular reference to the Scope of the Project. It shall send a copy of
the Inspection Report to the Authority and the Concessionaire within 7 (seven)
days of such inspection and upon receipt thereof, the Concessionaire shall rectify
and remedy the defects or deficiencies, if any, stated in the Inspection Report.
Such inspection or submission of Inspection Report by the Independent Panel
shall not relieve or absolve the Concessionaire of its obligations and liabilities
hereunder in any manner whatsoever
17.1.3 If the Independent Panel shall have reasonably determined that the rate of
progress of construction works is such that the Mega Skill Training Centre is not
likely to be completed by the Scheduled Completion Date, it shall notify the
Concessionaire to this effect, and the Concessionaire shall, within 15 (fifteen) days
of such notice, by a communication inform the Independent Panel in reasonable
detail about the steps it proposes to take to expedite progress and the period
within which it shall achieve the completion.
17.2 Performance Monitoring during operations & maintenance
17.2.1 During Operation Period, the Concessionaire shall, no later than 7 (seven) days
after the close of each quarter, furnish to the Authority and the Independent Panel
a quarterly report in a form acceptable to the Authority, stating in reasonable
detail the condition of the Mega Skill Training Centre including its compliance or
otherwise with the Operation & Maintenance Manual and shall promptly give
such other relevant information as may be required by the Independent Panel. In
particular, such report shall separately identify and state in reasonable detail the
defects and deficiencies that require rectification.
17.2.2 Further meetings may be arranged at any time to discuss and review for
consideration of any significant variation in the terms or conduct of the
Agreement as required by either Party. These meetings will be held in the
presence of authorized representatives of Authority and the Concessionaire.
17.2.3 The Authority has the right to conduct inspection any time as required and the
Concessionaire agrees to fully co-operate with the authorized representatives of
49Only incase land has been provided and Concessionaire has to undertake construction
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the Authority including Independent Panel and make all records available for
review during such inspection.
17.2.4 The Authority may choose to get independent verification of performance
through a third party. The Concessionaire will agree to fully cooperate with such
process and make all records available for evaluation by the third party.
17.2.5 The Independent Panel shall inspect the Mega Skill Training Centre at least once
a year. It shall make a report of such inspection (the “O&M Inspection
Report”) stating in reasonable detail the defects or deficiencies, if any, with
particular reference to the Operation & Maintenance Manual, and send a copy
thereof to the Authority and the Concessionaire within 7 (seven) days of such
inspection.
17.2.6 The Concessionaire shall repair or rectify the defects or deficiencies, if any, set
forth in the O&M Inspection Report and furnish a report in respect thereof to the
Independent Panel and the Authority within 15 (fifteen) days of receiving the
O&M Inspection Report; provided that where the remedying of such defects or
deficiencies is likely to take more than 15 (fifteen) days, the Concessionaire shall
submit progress reports of the remedial works once every week until such works
are completed in conformity with this Agreement
18. INDEPENDENT PANEL
18.1 The Authority shall constitute an independent panel consisting of following experts
(the “Independent Panel”). The appointment shall be made no later than Effective
Date.
a) a training expert who has at least 15 years of experience in delivering skill
training in the Focus Sectors
b) a civil engineer, who has the experience of being involved in the structural
design, cost estimation and construction of buildings
c) a sector expert having experience in designing courses/curriculum in the Focus
Sectors
d) any other experts as required
18.2 The Independent Panel shall discharge its duties and functions substantially in
accordance with the terms of reference set forth under Schedule -V of this Agreement.
18.3 The Independent Panel shall submit regular periodic reports (at least once every
quarterly) to the Authority in respect of its duties and functions set forth under
Schedule V of this Agreement.
18.4 The remuneration, cost and expenses to be paid to Independent Panel shall be shared
in equal proportion by the Concessionaire and Authority. The remuneration, cost and
expenses of the Independent Panel shall be paid by the Parties within 15 (fifteen) days
of receiving an invoice from the Independent Panel.
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18.5 The Authority may, in its discretion, terminate the appointment of the Independent
Panel or any of its member(s) at any time, but only after appointment of another
Independent Panel or any of its member(s).
18.6 If the Concessionaire has reason to believe that the Independent Panel or any of its
member(s) are not discharging its duties and functions in a fair, efficient and diligent
manner, it may make a written representation to the Authority and seek termination
of the appointment of the Independent Panel or any of its member(s). Upon receipt
of such representation, the Authority shall hold a tripartite meeting with the
Concessionaire and Independent Panel for an amicable resolution of the Dispute, and
if any difference or disagreement between the Panel and the Concessionaire remains
unresolved, the Dispute shall be settled in accordance with the Dispute Resolution
Procedure. In the event that the appointment of the Independent Panel or any of its
member(s) is terminated hereunder, the Authority shall appoint forthwith another
Independent Panel or any of its member(s).
18.7 The Authority shall require the Independent Panel to designate and notify to the
Authority and the Concessionaire up to 2 (two) persons on the Panel to sign for and
on behalf of the Independent Panel, and any communication or document required
to be signed by the Independent Panel shall be valid and effective only if signed by
any of the designated persons; provided that the Independent Panel may, by notice
in writing, change any of the designated persons.
18.8 If either Party disputes any advice, instruction, decision, direction or award of the
Independent Panel, or, as the case may be, the assertion or failure to assert
jurisdiction, the Dispute shall be resolved in accordance with the Dispute Resolution
Procedure
19. DATA PROTECTION, CONFIDENTIALITY AND RECORD KEEPING
19.1 All information and knowledge relating to trainees and staffs and their circumstances
must be treated as confidential. The Concessionaire must advise all staff on the
importance of maintaining confidentiality and implement procedures, which ensure
that these are only discussed with relevant people and agencies as specified by the
Authority.
19.2 The Concessionaire shall time to time comply with all legislations, which otherwise
would have been applicable had the Mega Skill Training Centre been run directly by
the Government agencies.
20. FORCE MAJEURE
20.1 As used in this Agreement, the expression “Force Majeure” or “Force Majeure
Event” shall mean occurrence in India of any or all of Non-Political Event, Indirect
Political Event and Political Event, as defined in Clauses 20.2, 20.3 and
20.4respectively, if it affects the performance by the Party claiming the benefit of
Force Majeure (the “Affected Party”) of its obligations under this Agreement and
which act or event (i) is beyond the reasonable control of the Affected Party, and (ii)
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the Affected Party could not have prevented or overcome by exercise of due diligence
and following Good Industry Practice, and (iii) has Material Adverse Effect on the
Affected Party
20.2 A Non-Political Event shall mean one or more of the following acts or events:
(a) act of God, epidemic, extremely adverse weather conditions, lightning,
earthquake, landslide, cyclone, flood, volcanic eruption, chemical or radioactive
contamination or ionising radiation, fire or explosion (to the extent of
contamination or radiation or fire or explosion originating from a source external
to the Site);
(b) strikes or boycotts (other than those involving the Concessionaire, Contractors or
their respective employees/representatives, or attributable to any act or omission
of any of them) interrupting supplies and services to the Mega Skill Training
Centre for a continuous period of 24 (twenty four) hours and an aggregate period
exceeding 15 (fifteen) days in an Accounting Year, and not being an Indirect
Political Event set forth in Clause 20.3;
(c) any judgment or order of any court of competent jurisdiction or statutory
authority made against the Concessionaire in any proceedings for reasons other
than (i) failure of the Concessionaire to comply with any Applicable Law or
Applicable Permit, or (ii) on account of breach of any Applicable Law or
Applicable Permit or of any contract, or (iii) enforcement of this Agreement, or
(iv) exercise of any of its rights under this Agreement by the Authority;
(d) the discovery of geological conditions, toxic contamination or archaeological
remains on the Site that could not reasonably have been expected to be discovered
through a site inspection; or
(e) any event or circumstances of a nature analogous to any of the foregoing
20.3 An Indirect political event shall mean one or more of the following acts or events
(a) an act of war (whether declared or undeclared), invasion, armed conflict or act of
foreign enemy, blockade, embargo, riot, insurrection, terrorist or military action,
civil commotion or politically motivated sabotage;
(b) industry-wide or State-wide strikes or industrial action for a continuous period of
24 (twenty four) hours and exceeding an aggregate period of 15 (fifteen) days in
an Accounting Year;
(c) Any civil commotion, boycott or political agitation which prevents rendering of
service for an aggregate period exceeding 7 (seven) days in an Accounting Year;
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(d) Any Indirect Political Event that causes a Non-Political Event; or
(e) Any event or circumstances of a nature analogous to any of the foregoing.
20.4 Political event shall mean one or more of the following acts or events by or on account
of any Government Instrumentality
(a) Change in Law, that has Material Adverse Effect on the Concessionaire’s rights
and obligations under this Agreement;
(b) compulsory acquisition in national interest or expropriation of any assets of Mega
Skill Training Centre or rights of the Concessionaire;
(c) unlawful or unauthorised or without jurisdiction revocation of, or refusal to
renew or grant without valid cause, any clearance, licence, permit, authorisation,
no objection certificate, consent, approval or exemption required by the
Concessionaire to perform their respective obligations under this Agreement;
provided that such delay, modification, denial, refusal or revocation did not result
from the Concessionaire’s inability or failure to comply with any condition
relating to grant, maintenance or renewal of such clearance, licence,
authorisation, no objection certificate, exemption, consent, approval or permit;
(d) any event or circumstance of a nature analogous to any of the foregoing
20.5 Upon occurrence of a Force Majeure Event, the Affected Party shall by notice report
such occurrence to the other Party forthwith. Any notice pursuant hereto shall
include full particulars of:
(a) the nature and extent of each Force Majeure Event with evidence in support
thereof;
(b) the estimated duration and the effect or probable effect which such Force Majeure
Event is having or will have on the Affected Party’s performance of its obligations
under this Agreement;
(c) the measures which the Affected Party is taking or proposes to take for alleviating
the impact of such Force Majeure Event; and
(d) any other information relevant to the Affected Party’s claim
20.6 The Affected Party shall not be entitled to any relief for or in respect of a Force
Majeure Event unless it shall have notified the other Party of the occurrence of the
Force Majeure Event as soon as reasonably practicable, and in any event no later than
7 (seven) days after the Affected Party knew, or ought reasonably to have known, of
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its occurrence, and shall have given particulars of the probable material effect that
the Force Majeure Event is likely to have on the performance of its obligations under
this Agreement
20.7 For so long as the Affected Party continues to claim to be materially affected by such
Force Majeure Event, it shall provide the other Party with regular (and not less than
weekly) reports containing information as required by Clause20.5, and such other
information as the other Party may reasonably request the Affected Party to provide.
20.8 Upon occurrence of any Force Majeure Event prior to the Effective Date, the Parties
shall bear their respective costs and no Party shall be required to pay to the other
Party any costs thereof. Upon occurrence of a Force Majeure Event after the Effective
Date, the costs incurred and attributable to such event and directly relating to the
Project (the “Force Majeure Costs”) shall be allocated and paid as follows:
(a) upon occurrence of a Non-Political Event, the Parties shall bear their respective
Force Majeure Costs and neither Party shall be required to pay to the other Party
any costs thereof;
(b) Upon occurrence of an Indirect Political Event, all Force Majeure Costs
attributable to such Indirect Political Event, and not exceeding the Insurance
Cover for such Indirect Political Event, shall be borne by the Concessionaire, and
to the extent Force Majeure Costs exceed such Insurance Cover, one half of such
excess amount shall be reimbursed by the Authority to the Concessionaire; and
(c) Upon occurrence of a Political Event, all Force Majeure Costs attributable to such
Political Event shall be reimbursed by the Authority to the Concessionaire.
20.9 For the avoidance of doubt, Force Majeure Costs may include interest payments on
debt, O&M Expenses, any increase in the cost of construction works50on account of
inflation and all other costs directly attributable to the Force Majeure Event, but shall
not include debt repayment obligations.
20.10 If a Force Majeure Event subsists for a period of 180 (one hundred and eighty) days
or more within a continuous period of 365 (three hundred and sixty five) days, either
Party may in its discretion terminate this Agreement by issuing a Termination Notice
to the other Party without being liable in any manner whatsoever, save as provided
in this Clause 25, and upon issue of such Termination Notice, this Agreement shall,
notwithstanding anything to the contrary contained herein, stand terminated
forthwith; provided that before issuing such Termination Notice, the Party intending
to issue the Termination Notice shall inform the other Party of such intention and
grant 15 (fifteen) days’ time to make a representation, and may after the expiry of
such 15 (fifteen) days period, whether or not it is in receipt of such representation, in
its sole discretion issue the Termination Notice.
50In case land is provided. In case building is provided, the term “construction works” shall be replaced with “refurbishment works”. In case no land or building is provided, this term will be deleted.
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21. REPRESENTATIONS & WARRENTIES
21.1 The Concessionaire represents and warrants to the Authority that:
(a) it is duly organised and validly existing under the laws of India, and has full power
and authority to execute and perform its obligations under this Agreement and to
carry out the transactions contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to
authorise the execution and delivery of this Agreement and to validly exercise its
rights and perform its obligations under this Agreement;
(c) it along with its Associates has the financial standing and capacity to undertake
the obligations in accordance with the terms of this Agreement;
(d) this Agreement constitutes its legal, valid and binding obligation, enforceable
against it in accordance with the terms hereof, and its obligations under this
Agreement will be legally valid, binding and enforceable obligations against it in
accordance with the terms hereof;
(e) it is subject to the laws of India, and hereby expressly and irrevocably waives any
immunity in any jurisdiction in respect of this Agreement or matters arising
thereunder including any obligation, liability or responsibility hereunder;
(f) the information furnished in the Bid and as updated on or before the date of this
Agreement is true and accurate in all respects as on the date of this Agreement;
(g) the execution, delivery and performance of this Agreement will not conflict with,
result in the breach of, constitute a default under, or accelerate performance
required by any of the terms of its Memorandum and Articles of Association or
any Applicable Laws or any covenant, contract, agreement, arrangement,
understanding, decree or order to which it is a party or by which it or any of its
properties or assets is bound or affected;
(h) there are no actions, suits, proceedings, or investigations pending or, to its
knowledge, threatened against it at law or in equity before any court or before any
other judicial, quasi-judicial or other authority, the outcome of which may result
in the breach of this Agreement or which individually or in the aggregate may
result in any material impairment of its ability to perform any of its obligations
under this Agreement;
(i) it has no knowledge of any violation or default with respect to any order, writ,
injunction or decree of any court or any legally binding order of any government
agency which may result in any Material Adverse Effect on its ability to perform
its obligations under this Agreement and no fact or circumstance exists which
may give rise to such proceedings that would adversely affect the performance of
its obligations under this Agreement;
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(j) it has complied with Applicable Laws in all material respects and has not been
subject to any fines, penalties, injunctive relief or any other civil or criminal
liabilities which in the aggregate have or may have a Material Adverse Effect on
its ability to perform its obligations under this Agreement;
(k) the Selected Bidder is duly organised and validly existing under the laws of the
jurisdiction of its incorporation and has agreed to and unconditionally accepted
the terms and conditions set forth in this Agreement;
(l) all its rights and interests with respect to the Mega Skill Training Centre shall pass
to and vest in the Authority upon expiry of Concession Period or Termination as
the case may be, free and clear of all liens, claims and Encumbrances, without
any further act or deed on its part or that of the Authority, provided the
Concessionaire shall take back the movable assets brought by it for operation &
maintenance of the Mega Skill Training Centre upon expiry of the Concession
Period or Termination as the case may be and that none of the assets of Mega Skill
Training Centre shall be acquired by it, subject to any agreement under which a
security interest or other lien or Encumbrance is retained by any person, save and
except as expressly provided in this Agreement51;
(m) no representation or warranty by it contained herein or in any other document
furnished by it to the Authority or to any Government Instrumentality contains
or will contain any untrue or misleading statement of material fact or omits or
will omit to state a material fact necessary to make such representation or
warranty not misleading;
(n) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to
any person by way of fees, commission or otherwise for securing the Concession
or entering into this Agreement or for influencing or attempting to influence any
officer or employee of the Authority in connection therewith; and
(o) all information provided by the Selected Bidder in response to the Request for
Proposal or otherwise, is to the best of its knowledge and belief, true and accurate
in all material respects.
21.2 Representations and warranties of the Authority
The Authority represents and warrants to the Concessionaire that:
(a) it has full power and authority to execute, deliver and perform its obligations
under this Agreement and to carry out the transactions contemplated herein and
that it has taken all actions necessary to execute this Agreement, exercise its rights
and perform its obligations, under this Agreement;
(b) it has taken all necessary actions under the Applicable Laws to authorise the
execution, delivery and performance of this Agreement;
51Applicable only in case land and building is provided.
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(c) it has the financial standing and capacity to perform its obligations under this
Agreement;
(d) this Agreement constitutes a legal, valid and binding obligation enforceable
against it in accordance with the terms hereof;
(e) it has no knowledge of any violation or default with respect to any order, writ,
injunction or any decree of any court or any legally binding order of any
Government Instrumentality which may result in any Material Adverse Effect on
the Authority’s ability to perform its obligations under this Agreement;
(f) it has complied with Applicable Laws in all material respects; and
(g) it has good and valid right to the Facilities52 and has power and authority to grant
concession in respect thereto to the Concessionaire.
21.3 In the event that any occurrence or circumstance comes to the attention of either
Party that renders any of its aforesaid representations or warranties untrue or
incorrect, such Party shall immediately notify the other Party of the same. Such
notification shall not have the effect of remedying any breach of the representation
or warranty that has been found to be untrue or incorrect nor shall it adversely affect
or waive any right, remedy or obligation of either Party under this Agreement.
22. INSURANCE
22.1 The Concessionaire shall effect and maintain at its own cost, during the Construction
Period53 and the Operation Period, such insurances for such maximum sums (the
“Insurance Cover”) as may be required under the Applicable Laws, and such
insurances as may be necessary or prudent in accordance with Good Industry
Practice. The Concessionaire shall also effect and maintain such insurances as may
be necessary for mitigating the risks that may devolve on the Authority as a
consequence of any act or omission of the Concessionaire during the Construction
Period54.
22.2 The Concessionaire shall at its own cost procure and maintain insurance during the
Concession Period separately for Facilities55, for which right to use has been handed
over to the Concessionaire by Authority and for the assets created/brought in by
Concessionaire for Mega Skill Training Centre (the “Concessionaire’s Assets”).
22.3 Authority shall be the beneficiary for the Insurance Cover with respect to the
Facilities, for which right to use has been handed over to the Concessionaire by
Authority. Concessionaire shall ensure that necessary provisions in this regard shall
be included in the insurance policy terms for such Facilities.56
22.4 Without prejudice to the provisions under clause 22.1, prior to taking the insurance
for Facilities, for which right to use has been handed over to the Concessionaire by
52Applicable in case land or building is provided 53Applicable in case land or building is provided 54Applicable in case land or building is provided 55Applicable in land or building is provided 56Applicable in case land or building is provided
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Authority, the Concessionaire shall take approval of Governing Committee on the
Insurance Cover for the Facilities57
22.5 The premium for both the insurance shall be paid by the Concessionaire.
22.6 Without prejudice to the provisions contained in Clause 22.1, the Concessionaire
shall, during the Operation Period, procure and maintain Insurance Cover including
but not limited to the following:
(a) Loss, damage or destruction of the Mega Skill Training Centre, including
Facilities58for which right to use has been handed over by the Authority to the
Concessionaire, at replacement value;
(b) Comprehensive third party liability insurance including injury to or death of
personnel of the Authority or others who may enter the Mega Skill Training
Centre;
(c) the Concessionaire’s general liability arising out of the Concession;
(d) workmen’s compensation insurance; and
(e) any other insurance that may be necessary to protect the Concessionaire and
its employees, including all Force Majeure Events that are insurable at
commercially reasonable premiums and not otherwise covered in items (a) to
(d) above.
22.7 All insurances obtained by the Concessionaire in accordance with this Clause 22 shall
be maintained with the insurance company on terms consistent with Good Industry
Practice. Within 15 (fifteen) days of obtaining any insurance cover, the
Concessionaire shall furnish to the Authority, notarised true copies of the
certificate(s) of insurance, copies of insurance policies and premium payment
receipts in respect of such insurance, and no such insurance shall be cancelled,
modified, or allowed to expire or lapse until the expiration of at least 45 (forty five)
days after notice of such proposed cancellation, modification or non-renewal has
been delivered by the Concessionaire to the Authority
22.8 If the Concessionaire shall fail to effect and keep in force all insurances for which it is
responsible pursuant hereto, the Authority shall have the option to either keep in
force any such insurances, and pay such premium and recover the costs thereof from
the Concessionaire, or in the event of computation of a Termination Payment, treat
an amount equal to the Insurance Cover as deemed to have been received by the
Concessionaire.
57Applicable in case land or building is provided 58Applicable in case land or building is provided
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22.9 All insurance policies in respect of the insurance obtained by the Concessionaire
pursuant to this Clause 22shall include a waiver of any and all rights of subrogation
or recovery of the insurance company thereunder against, inter alia, the Authority,
and its assigns, successors, undertakings and their subsidiaries, affiliates, employees,
insurance companies and underwriters, and of any right of the insurance companies
to any set-off or counterclaim or any other deduction, whether by attachment or
otherwise, in respect of any liability of any such person insured under any such policy
or in any way connected with any loss, liability or obligation covered by such policies
of insurance
22.10 The Concessionaire hereby further releases, assigns and waives any and all rights of
subrogation or recovery against, inter alia, the Authority and its assigns,
undertakings and their subsidiaries, affiliates, employees, successors, insurance
companies and underwriters, which the Concessionaire may otherwise have or
acquire in or from or in any way connected with any loss, liability or obligation
covered by policies of insurance maintained or required to be maintained by the
Concessionaire pursuant to this Agreement (other than third party liability insurance
policies) or because of deductible Clauses in or inadequacy of limits of any such
policies of insurance
22.11 The Authority shall be the beneficiary for all proceeds from the insurance claims, with
respect to Facilities, for which right to use has been handed over to Concessionaire
by Authority, except life and injury. The proceeds from the insurance claims (except
life and injury), with respect to Concessionaire’s Assets, shall be paid to the
Concessionaire.
22.12 Authority and the Concessionaire shall apply such proceeds for any necessary repair,
reconstruction, reinstatement, replacement, improvement of Mega Skill Training
Centre.
23. DISPUTES
23.1 The agreement shall be governed by and interpreted in accordance with the laws of
India for the time being in force. The court located at ___________(the place of
signing of agreement or as decided by the Authority) shall have jurisdiction to decide
any dispute arising in respect of the Agreement.
23.2 Both Parties agree to make their best efforts to resolve any dispute between them by
mutual consultation.
24. ARBITRATION
24.1 If the parties fail to resolve their dispute or difference by such mutual consultations
within thirty days of commencement of consultations, then either the Authority or
the Concessionaire may give notice to the other party of its intention to commence
arbitration, as hereinafter provided. The applicable arbitration procedure will be as
per the Arbitration and Conciliation Act 1996 of India and any subsequent
enactments or modifications thereto and as amended from time to time. In that event,
the arbitration shall be conducted by an arbitral tribunal consisting of three
arbitrators, one each to be appointed by one party and the third to be appointed by
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the two arbitrators appointed by the parties. A party requiring arbitration shall
appoint an arbitrator in writing, inform the other party about such appointment and
call upon the other party to appoint its arbitrator. If the other party fails to appoint
its arbitrator, the party appointing its arbitrator shall take steps in accordance with
Arbitration and Conciliation Act, 1996 and any subsequent enactments or
modifications thereto and as amended from time to time.
24.2 Services under this Agreement shall, notwithstanding the existence of any such
dispute or difference, continue during arbitration proceedings and no payment due
or payable by the Authority shall be withheld on account of such proceedings unless
such payments are the direct subject of the arbitration.
24.3 Reference to arbitration shall be a condition precedent to any other action at law.
24.4 Venue and language of the Arbitration: The venue of arbitration shall be
__________ (the place from where the agreement is signed or as decided by the
Authority), and the language shall be ____________ (as decided by the Authority).
25. EVENT OF DEFAULT
25.1 Concessionaire Default
25.1.1 Save as otherwise provided in this Agreement, in the event that any of the
following event or circumstances specified below shall have occurred, and the
Concessionaire fails to cure the default within the Cure Period set forth below, or
where no Cure Period is specified, then within a Cure Period of 60 (sixty) days,
the Concessionaire shall be deemed to be in default of this Agreement (the
“Concessionaire Default”), unless the default has occurred solely as a result
of any breach of this Agreement by the Authority or due to Force Majeure. The
Concessionaire Default shall include:
(a) The Performance Security has been encashed and appropriated in accordance
with Clause 10.3 and 11.4, and the Concessionaire fails to replenish or provide
fresh Performance Security within period specified under Clause 10.3 and 11.4
;
(b) subsequent to the replenishment or furnishing of fresh Performance Securities
the case may be in accordance with Clause 10.3 and 11.4, the Concessionaire
fails to cure, within a Cure Period of 90 (ninety) days, the Concessionaire
Default for which whole or part of the Performance Securities the case may be
was appropriated;
(c) the Concessionaire has failed to fulfil any obligation under this Agreement, for
which failure Termination has been specified in this Agreement;
(a) the Concessionaire is adjudged bankrupt or insolvent, or if a trustee or receiver
is appointed for the Concessionaire or for the whole or material part of its assets
that has a material bearing on the Project;
(b) the Concessionaire has been, or is in the process of being liquidated, dissolved,
wound-up, amalgamated or reconstituted in a manner that would cause, in the
reasonable opinion of the Authority, a Material Adverse Effect;
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(c) a resolution for winding up of the Concessionaire is passed, or any petition for
winding up of the Concessionaire is admitted by a court of competent
jurisdiction and a provisional liquidator or receiver is appointed and such
order has not been set aside within 90 (ninety) days of the date thereof or the
Concessionaire is ordered to be wound up by Court except for the purpose of
amalgamation or reconstruction; provided that, as part of such amalgamation
or reconstruction, the entire property, assets and undertaking of the
Concessionaire are transferred to the amalgamated or reconstructed entity and
that the amalgamated or reconstructed entity has unconditionally assumed the
obligations of the Concessionaire under this Agreement and provided that:
(i) the amalgamated or reconstructed entity has the capability and operating
experience necessary for the performance of its obligations under this
Agreement;
(ii) the amalgamated or reconstructed entity has the financial standing to
perform its obligations under this Agreement and has a credit worthiness
at least as good as that of the Concessionaire as at the Appointed Date;
and
(d) any representation or warranty of the Concessionaire herein contained which
is, as of the date hereof, found to be materially false, incorrect or misleading
or the Concessionaire is at any time hereafter found to be in breach thereof;
(e) the Concessionaire submits to the Authority any statement, notice or other
document, in written or electronic form, which has a material effect on the
Authority’s rights, obligations or interests and which is false in material
particulars;
(f) the Concessionaire commits a default in complying with any other provision
of this Agreement if such default causes a Material Adverse Effect on the
Authority; or
(g) during an Accounting Year, if the sum of all the Damages accumulated in that
Accounting Year is equal to or greater than 100% (one hundred per cent) of
the Performance Securities the case may be;
25.2 Termination for Authority Default
25.2.1 In the event that any of the defaults specified below shall have occurred, and the
Authority fails to cure such default within a Cure Period of 90 (ninety) days or
such longer period as has been expressly provided in this Agreement, the
Authority shall be deemed to be in default of this Agreement (the “Authority
Default”) unless the default has occurred as a result of any breach of this
Agreement by the Concessionaire or due to Force Majeure. The Authority Default
shall include:
(a) The Authority commits a material default in complying with any of the
provisions of this Agreement and such default has a Material Adverse Effect on
the Concessionaire;
(b) the Authority has failed to make any payment to the Concessionaire within the
period specified in this Agreement;
(c) the Authority repudiates this Agreement or otherwise takes any action that
amounts to or manifests an irrevocable intention not to be bound by this
Agreement;
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26. TERMINATION
26.1 Either party may terminate this Agreement on account of Event of Default by giving
not less than 3 months’ (the “Cure Period”) notice in writing to the other (the
“Termination Notice”). The Termination Notice shall include reasons as to why
the Agreement is proposed to be terminated.
26.2 In case within the Cure Period, the causes/reasons for which termination is proposed,
are cured, then the Termination Notice stands withdrawn upon confirmation by the
Party issued the Termination Notice. In case the causes/reasons of termination are
not cured within the Cure Period, this Agreement stands terminated upon expiry of
Cure Period (“Termination”).
26.3 Termination Payment
26.3.1 Termination upon Authority Default: Upon termination of this Agreement
pursuant to Authority Default, Authority shall return the Performance Security
as the case may be to the Concessionaire. Also Authority shall make any payment
due to the Concessionaire as on the date of termination.
In addition to this following additional termination payment59 shall be payable by
the Authority to the Concessionaire:
100% (one hundred percent) of the Book Value of the immovable Project Assets
to be transferred to Authority.
26.3.2 Termination upon Concessionaire Default: Upon termination of this
Agreement pursuant to Concessionaire Default, Authority shall forfeit the
Performance Security as the case may be to the Concessionaire. Authority shall
make any payment due to the Concessionaire with respect to the achieved output
parameters as on the date of termination.
26.3.3 In addition to this following additional termination payment60 shall be payable by
the Authority to the Concessionaire:
80% (eighty percent) of the Book Value of the immovable Project Assets to be
transferred to Authority.
26.3.4 Termination upon Force Majeure: Upon termination of this Agreement
pursuant to Force Majeure, Authority shall return the Performance Securities as
the case may be to the Concessionaire. Authority shall make any payment due to
the Concessionaire with respect to the achieved output parameters as on the date
of termination.
In addition to this following additional termination payment61 shall be payable by
the Authority to the Concessionaire in case:
59Applicable only in case land is provided. 61Applicable only in case land is provided.
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100% (one hundred percent) of the Book Value of the immovable Project Assets
to be transferred to Authority.
26.4 Upon termination of this Agreement, all rights of the Concessionaire under the
Agreement stand extinguished effective from the date of termination of the
Agreement.
26.5 Upon termination, the Concessionaire agrees to transfer all immoveable Project
assets to the authorized representative of the Authority on a mutually agreed date on
“as is where is” basis. The Concessionaire agrees that the date of handing over in
terms of this Clause will not be more than 30 calendar days from the date of
termination. The movable assets brought by the Concessionaire shall not be handed
over to Authority and the Concessionaire shall take back the movable assets brought
by it for the Project.62
27. INDEMNITY
27.1 By this Agreement, the Concessionaire indemnifies the Authority against damages of
any kind or for any mishap/injury/accident caused to any personnel/property in the
Mega Skill Training Centre.
27.2 The Concessionaire agrees that all liabilities, legal or monetary, arising in any
eventuality, shall be borne by the Concessionaire.
28. COMPLIANCE WITH EXISTING LAWS
28.1 The Concessionaire agrees to abide by all laws of the land as will be applicable for
construction63, operation and maintenance of the Mega Skill Training Centre under
this Agreement.
Signed for and on behalf of the Authority
Signed:
Name:
Designation:
Date:
Signed for and on behalf of the Concessionaire:
62 Clause 26.5 will be applicable only in case land or building is provided 63Applicable in case land is provided. In case building is provided, the term “construction” will be replaced with “refurbishment”
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Signed:
Name:
Designation:
Date:
Witnesses:
1) ___________________________________________
2) ____________________________________________
3) ________________________________________
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APPENDIX – XII Format –Pre-Bid Queries
Name of the Prospective Bidder / Agency: Contact Person:
Designation:
Address:
Telephone No.:
Email:
S. No Reference Page Clause No. Observation / Suggestion by the
No. in the RFP Clarification sought Prospective
Bidder / Agency
1
2
3
4
5
6
7
8
9
Note:
Pre-Bid queries from Prospective Bidders will be accepted in this format only